Terms and Conditions of Use

By using or accessing our Services, you represent and warrant that: (a) you are of the age of majority in your place of residence; (b) if you are acting on behalf of one or more entities or individuals (such one or more entities or individuals collectively, the “Underlying Persons”), you and any other individuals that use or access our Services on such Underlying Persons’ behalf are authorized to act on such Underlying Persons’ behalf and bind each of the Underlying Persons, and these Terms bind each of the Underlying Persons and you and all such other individuals so using or accessing our Services (including, with respect to a Collector, that you and all such other individuals make the representations and warranties of the Collector for yourselves but in respect of the Collector and you and all such other individuals are bound by the covenants of the Collector, in addition to the Collector’s own obligations therefor pursuant to these Terms and this clause (b)); (c) you can lawfully enter into and form contracts in accordance with local law; (d) your access to or use of the Services does not breach these Terms (for example, you are using the Services in an intended jurisdiction; and (e) you are using and accessing the Services only for personal and non-commercial purposes.

2.1 Using our Services: Subject to your compliance with these Terms, you have the limited, non-exclusive, non-transferrable and revocable right to access and use the Services. Your right to access and use the Services remains effective until your access thereto has been revoked, suspended or terminated by you or us. We may, but have no obligation to, review your use of the Services for compliance purposes.

2.2 Updates, Changes, Maintenance and Support: We reserve the right to update, modify, substitute, suspend or remove, without notice to you, the Services (including materials, content, features and functionality). Any updates to the Services are subject to these Terms. Your access to the Services may be restricted or unavailable to allow for repairs, maintenance or the introduction of new functions or services, or for any other reason. We will attempt to restore such access as soon as we reasonably can but we will not be liable if, for any reason, all or any part of the Services is restricted or unavailable to users at any time or for any period. You acknowledge that we have no obligation to provide any maintenance or support for the Services, except where required by applicable law.

2.3 Enforcement, Suspension, and Termination: We have the right, without provision of notice and without any responsibility or liability to you, to:

(a) remove, delete or refuse to post, display, transmit or otherwise make available on or through the Services any Content (as defined below), including any User Collectible Content (as defined below), for any or no reason in our sole discretion;

(b) take such actions with respect to (including edits or other modifications of) any Content, including any User Collectible Content, deemed necessary or appropriate in our sole discretion, including where such Content violates these Terms;

(c) take appropriate legal action, including referral to law enforcement or a regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Services. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting or directing us to post any materials on or through the Services; and

(d) terminate, suspend or revoke your access to and use of all or part of the Services for any or no reason, including any violation of these Terms.

2.4 Services Monitoring: Notwithstanding the foregoing, or our potential consideration of any Portfolio Pages or Entries (each as defined below) as set out in Section 3.3(a), we have no obligation nor any responsibility to any party to monitor the Services or the use thereof, and do not undertake and cannot undertake to review Content (or the equivalent in respect of other users of the Services). We cannot ensure prompt removal of objectionable material after it has been posted and, subject to applicable law, we have no liability for any action or inaction regarding submissions, transmissions, communications, or content provided by or on behalf of any user or third party (whether or not containing our input, and including as may be modified, whether or not by us).

2.5 No Reliance:

(a) The content on our Services is provided for general information purposes only. You are solely responsible for obtaining any further information or advice and conducting your own due diligence before taking, or refraining from, any action or inaction (including buying or selling any collectibles) on the basis of the content (including any content posted or provided to you by other users) on or through our Services. You agree that we are not providing any valuation, financial, investment, professional or other advice.

(b) We make no representations, warranties, or guarantees, whether express or implied, that the content (including any content posted or provided to you by or on behalf of other users) on our Services is true, accurate, complete, or up to date. Your use of the Services (including communications or other interactions, if any, with other users of our Services) or reliance on any of the content made available via the Services (including any content posted or provided to you by or on behalf of other users) is at your own risk and we assume no responsibility or liability whatsoever for your use of the Services or reliance on such content, notwithstanding, among other things, our rights under Section 2.3 (or the exercise thereof) or potential consideration of any Portfolio Pages or Entries as set out in Section 3.3(a).

(c) The Services include content provided by third parties, including by or on behalf of other users. All information, statements and/or opinions expressed in any such third-party content (whether or not containing our input, and including as may be modified, whether or not by us) are solely the information, statements or opinions, as applicable, and the responsibility, of the applicable third party. Such materials do not necessarily reflect the opinion of ORGN. Without limiting any other provision of these Terms, we assume no responsibility or liability whatsoever to you, or any third party, for any information, statements, correspondence, opinions or other materials or any content (in each case, whether or not containing our input, and including as may be modified, whether or not by us) provided by any third party (including by or on behalf of other users), including the content or accuracy thereof or your use or reliance thereon.

2.6 Monetary Amounts: Unless otherwise indicated, all monetary amounts on the Services are in U.S. dollars.

2.7 Place of use: Our Services are not intended for use in any jurisdiction where its use is not permitted. You are solely responsible and liable for ensuring that your access to and use of the Services complies with the local law of your jurisdiction.

2.8 Text Messages:

(a) As part of the Services or for marketing or promotional purposes, you may receive text messages (for example, SMS or MMS messages) from us to the mobile telephone number you provide or any other number that you designate, if applicable. We reserve the right to change the short code or phone number from which messages are sent. Message and data rates may apply.

(b) Not all mobile devices or other devices may be supported and our messages may not be deliverable in all areas. We, our service providers and the mobile carriers supported by the program are not liable for delayed or undelivered messages.

(c) If you opt out of text messages from us from one of our text message programs, you may continue to receive text messages from us through any other programs, until you separately unsubscribe from those programs.

3.1 Platform: The Platform is intended to be an unofficial, independent digital registry and provenance platform for collectibles. The Platform allows collectors (“Collectors” and each, a “Collector”) to register and describe their collectibles and the provenance thereof. Each Collector will have a portfolio page (collectively, the “Portfolio Pages” and each, a “Portfolio Page”) on the Platform in respect of their collectibles that they wish to register on the Platform, and each collectible on the Platform will have an entry therefor (collectively, “Entries” and each, an “Entry”). Each Portfolio Page and Entry will have information and other content in respect of their respective collectibles (collectively across all collectibles, the “Collectible Content”), which may include portfolio information, collectible descriptions, Collector commentaries, images, certification information, grading information, historical ownership information, provenance information, public transaction information, offers/expressions of interest and other collectible-related information. Some or all of the Collectible Content may be provided by or at the direction of Collectors (including you, if applicable) (such Collectible Content, the “User Collectible Content”). We do not, and the Platform does not, grade, authenticate, certify, appraise or value any collectibles, take possession or custody of, store, transport or insure any collectibles.

If you wish to use the Services as a Collector, you will also be required to enter into an Addendum with us (which may be revised or updated from time to time at our sole discretion, and which is hereby incorporated by reference into these Terms) and you will be subject to the terms therein. We will work with you as a Collector to upload or otherwise provide your User Collectible Content to the Platform. For greater certainty, Collectors are users of the Services and are still subject to these Terms.

3.2 [Intentionally Reserved]

3.3 Collectors:

(a) Without limiting Section 2.4, we may work with Collectors to confirm that all or part of their Portfolio Page and any or all of their Entries comply with the Platform’s standards and requirements (which may be revised or updated from time to time at our sole discretion) and to confirm details of their Portfolio Page or an applicable collectible. Collectors may be required to revise any Portfolio Page or Entry that does not comply with the Platform’s standards or requirements, including by updating or correcting, or requesting an update to or correction of, Collectible Content. Without limiting Section 2.3, we may also (i) make edits to a Portfolio Page or Entry at our sole discretion, provided that any edits we may make to any Portfolio Page or Entry are suggestions only, and are subject to the applicable Collector’s final acceptance (which may be implied), and (ii) suspend, remove or delete a Portfolio Page or Entry in whole or in part at our sole discretion.

(b) Notwithstanding the foregoing Section 3.3(a), we assume no responsibility or liability for the content of any Portfolio Page or Entry, even if we provided input on or edits to any part of it and regardless of whether the applicable Collector actually reviewed such input or edits. Each Collector is solely responsible for their Portfolio Page and Entries (as may be modified, whether or not by us), including all User Collectible Content and any other Collectible Content.

(c) [Intentionally Reserved]

(d) [Intentionally Reserved]

(e) Notwithstanding Section 7.2(b) and without limiting any other provision of these Terms (including Section 8.2), you agree that we may, among other things, continue to post, display, transmit and otherwise make available your Content (including Portfolio Pages, Entries, Collectible Content and User Collectible Content) and continue to use your Content for our Platform for registry and historical purposes (including maintaining a registry and maintaining provenance records), even after (i) you are no longer the owner of the applicable collectible, (ii) you are no longer a Collector on the Platform or your collectibles are no longer on the Platform, or (iii) access to or use of any part of the Services is terminated, suspended or revoked. This may include, for example, Content relating to the historical records or ownership history of a collectible.

3.4 [Intentionally Reserved]

3.5 Make an Offer:

(a) The Platform may allow users of the Services to send a Collector an offer or expression of interest (each, an “Offer”, and collectively, “Offers”) regarding the purchase of a collectible of the Collector. We are not responsible for any Offer or the contents thereof or any messages or communications relating thereto or relating to a Transaction (as defined below).

(b) If applicable, we will connect the user that sends an Offer (the “Offeree”) with the Collector. You agree that we may share your information with the applicable Offeree or Collector. Any information you receive about the applicable Offeree or Collector may only be used for the purpose of the Offer and, if applicable, the Transaction and may not be used or disclosed for any other purpose.

(c) Each Offeree represents, warrants and covenants that: (i) they are making an Offer for and acquiring the applicable collectible for themselves personally (or on behalf of any of the Underlying Persons); and (ii) they understand that a Collector is not required to consider or respond to their Offer or complete a Transaction, unless the Collector has otherwise agreed.

(d) The Collector and the Offeree are solely responsible for exploring, negotiating and completing the purchase and sale of the applicable collectible (each purchase and sale, a “Transaction”), including arranging for the transfer of legal ownership and possession of the collectible and payment of applicable taxes for the Transaction. The Collector and the Offeree agree that they have complied and will comply with all applicable laws (including regulations and court orders) in relation to the Offer and any Transaction. Each Transaction is subject to such terms and conditions as the Collector and the Offeree may negotiate and agree (including with respect to payment for and inspection and delivery of the applicable collectible and any applicable fees and costs), provided that such terms and conditions do not restrict our rights or expand our responsibilities under, or in any way violate, these Terms.

(e) Without limiting any other provision of these Terms, you acknowledge and agree that: (i) we are not a dealer, broker, auctioneer, escrow provider or guarantor, and we do not make Offers for or buy or sell collectibles for any Collector or Offeree, (ii) we are not, and will not be, party to an Offer, Transaction, agreement for the Transaction or the relationship or other dealings between a Collector and the Offeree in respect of an Offer or a Transaction, (iii) the Collector and the Offeree are solely responsible for negotiating and agreeing to the terms and conditions for their Transaction and for completing their Transaction, (iv) we will not have any liability arising from, or any obligations under, any Offer, Transaction or agreement for a Transaction, (v) we will not be responsible for supervising, monitoring or enforcing a Collector’s and an Offeree’s compliance with their agreement for a Transaction or the completion of a Transaction, (vi) we will not be involved in or liable for any disputes relating to an Offer or a Transaction or agreement therefor, which will be settled solely between the Collector and the Offeree, and (vii) we have no responsibility for or in connection with the payment or the collection of the purchase price for a Transaction, any shipping or transportation costs or any other costs, fees or amounts in connection with a Transaction.

(f) The Collector and the Offeree will be responsible for any and all contributions, payments, deductions, withholding, remittances required by law or otherwise, and making any required registrations, filings and reports, as a result of their Transaction, whether required by any local, provincial, state, federal, foreign or international jurisdiction. We will not be responsible for any of the foregoing.

3.6 General: Without limiting Section 2.5 or any other provision of these Terms, you agree that:

(a) we make no representations or warranties about, do not guarantee, and have no responsibility to investigate or verify: (i) the identity or background of, or any information or feedback provided by, any Collectors or other users of the Services; (ii) the accuracy, quality, legality or any other aspect of any Portfolio Page or Entry (including any Collectible Content) or the existence, condition, quality, authenticity, ownership, title, grading accuracy or grading, certification accuracy or certification, appraisal, valuation, provenance, history (including sale history and ownership history, and including completeness of a collectible’s history) or any other aspect of the collectibles; or (iii) whether a Collector or Offeree can, has the ability to or will negotiate an Offer or Transaction or fulfill their obligations under any agreement for their Transaction or complete a Transaction, including with respect to the genuineness of an Offer, the availability of a collectible for sale, funds, payment or ownership or delivery of a collectible;

(b) registering a collectible on or updating a collectible’s ownership information on the Platform does not establish or transfer ownership or legal title of a collectible;

(c) we have no responsibility to monitor, supervise, direct or control a Collector’s or Offeree’s use of the Services, the negotiation of any Offer or Transaction or completion of a Transaction, or any communications or other interactions between any users of our Services (including between an Offeree and a Collector); and

(d) you are solely responsible for your safety in relation to or otherwise arising out of the Services, including in connection with any Offer or Transaction. Without limiting the foregoing, you should, among other things, exercise caution and take care if you disclose personal information to another user of the Services.

4.1 [Intentionally Reserved]

4.2 [Intentionally Reserved]

4.3 Your Content: Some of our Services may permit you to directly or indirectly submit, send, share, post, provide, transmit, display, upload or otherwise make available (including directing us to obtain and do any of the foregoing on your behalf) data, text, images, files, usernames, audio, video, applications, links and other materials, information, correspondence and content (collectively, the “Content”), which may be accessed or viewed through, or displayed on, our Services. For greater certainty, Content includes Portfolio Pages, Entries, Collectible Content and User Collectible Content. You are solely responsible and legally liable (including to any third parties) for your Content (including as may have been edited or otherwise modified by us in accordance with these Terms). You represent, warrant and covenant that your Content complies with all applicable federal, provincial, state, local, foreign and international law (including regulations and court orders) and these Terms.

4.4 Your use of the Services:

(a) As a condition of your access and use of the Services, you agree that you may use the Services only for lawful purposes and in accordance with these Terms. You must use the Services in compliance with all applicable federal, provincial, state, local, foreign and international law (including regulations and court orders). Any suspected fraudulent, abusive or illegal activity by you may, at our sole discretion, be referred to law enforcement authorities.

(b) You agree to represent yourself professionally and courteously in your Content and while otherwise communicating or otherwise interacting with other users of our Services.

(c) You agree not to:

• license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make any part of the Services (including materials, content, features and functionality) available to any other person;
• use the Services to process data on behalf of any other person;
• use the Services other than through the interfaces provided or authorized by us;
• scrape or crawl any part of our websites or other Services, including by using any automatic device, process, or means (such as robots, spiders and scrapers), to access any of our websites or other Services (including materials, content, features and functionality) for any purpose, including monitoring or copying any of the material on any of our websites or other Services;
• harvest or collect data or information (including personal information) from any of our websites or other Services (including materials, content, features and functionality), including from any users of the Services, or using any such harvested or collected data or information;
• access content or data that is not intended for you;
• modify, adapt, hack or otherwise interfere with the proper working of the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks or use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components;
• use the Services (including materials, content, features and functionality) in any unlawful manner, including in violation of any applicable export laws (including export regulations), or to promote any illegal activity or advocate, promote or assist any unlawful act;
• use the Services to send unsolicited communications, junk mail, spam or other forms of duplicative or unsolicited messages or to send any advertisements, promotions, sales or solicit or encourage any other commercial activities, other than as intended by or in relation to the Platform, without our prior written consent;
• use the Services to store or transmit any content that infringes, violates or misappropriates any person’s rights, including intellectual property and privacy rights;
• attempt to decipher, decompile, reverse engineer, disassemble, reproduce, copy or otherwise access or discover the source code or underlying program of any websites, applications or software making up the Services;
• use the Services to knowingly post, transmit, upload, link to, send or store: (1) any Content that is (or encourages action that is) unlawful, defamatory, sexually explicit, violent, inflammatory, harmful, racist, hateful, threatening, abusive, harassing, exploitive, libelous, obscene, discriminatory or otherwise harmful or objectionable (or take any action that constitutes any of the foregoing) or that contains any material that could give rise to any civil or criminal liability under applicable law (including regulations and court orders) or could violate any contracts or other agreements you are bound by, in each case such determination to be made in our sole discretion, or (2) any viruses, malware, Trojan horses, time bombs or any other similar harmful software (“Malicious Software”);
• involve, provide, or contribute any false, inaccurate, out-of-date, incomplete or misleading information or use a false identity;
• impersonate, misrepresent your affiliation with or falsely attribute statements to any person or entity, including us, one of our representatives or another user;
• establish a link to any of our websites in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
• use the Services in any manner that violates the terms of use of any third-party website, including any third-party social media websites or mobile applications;
• use the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages or sending electronic communications (including e-mail) in violation of applicable law;
• build or develop similar or competitive Services (including a website similar or competitive to any of our websites);
• use the Services to encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which may harm us or users of the Services or expose us or them to liability;
• use the Services (including materials, content, features and functionality) for any purpose other than in connection with the Platform as a digital registry and provenance platform for collectibles; or
• use or try to use, or encourage or assist others to use or try to use, the Services in violation of these Terms.

(d) Subject to your compliance with Section 4.4(c) above, you may link to any of our websites, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You may not frame any of our websites on any other site. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with this Section 4.4 and all applicable federal, provincial, state, local, foreign and international law (including regulations and court orders) and any applicable website terms of service. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

4.5 Unauthorized Use: If we inform you that a specified activity or purpose is prohibited with respect to the Services, you will immediately cease using the Services for such prohibited activity or purpose.

7.1 Suspension and Termination by Us: We may immediately terminate, suspend or revoke your access to and use of all or part of the Services for any or no reason, including if you violate these Terms. Without limiting the foregoing:

(a) at our sole discretion, we may notify you of any activities that violate these Terms and may provide you with a period of 15 days to cure or cease such activities. If we provide you with a cure period and you do not cure or cease such activities within the above cure period, or if we believe that your breach of these Terms cannot be cured, your access to and use of the Services will be terminated; and

(b) we may terminate your access to and use of the Services immediately on notice to you if we reasonably believe that any part of the Services is being used by you in violation of applicable law.

7.2 Effect of Termination: Following termination of these Terms, the following provisions will apply:

(a) [Intentionally Reserved]

(b) Content Export: We strongly recommend that you export all your Content before your access to or use of any part of the Services is terminated, suspended or revoked. Following termination, suspension or revocation of your access or use, then unless a shorter period is otherwise specified in these Terms, your Content will be retained for a period of 14 days from such termination, suspension or revocation, within which you may contact us to export your Content (“Content Retention Period”). After the Content Retention Period, we may delete all your Content in the normal course of operation. Your Content may not be recoverable after the Content Retention Period and cannot be recovered once it is deleted. For greater certainty, we may retain your Content beyond the Content Retention Period, including in connection with Section 3.3(e) and Section 8.2.

7.3 Survival: The respective rights and obligations of you and us under the provisions of Sections 1(b), 2.3, 2.5, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14 and 15 hereof will survive termination of these Terms.

8.1 Ownership:

(a) All right, title and interest in and to the Services (including materials, content, features and functionality), and derivatives of the Services, will belong to and remain exclusively with us and our licensors. All rights not expressly provided to you under these Terms are reserved. You retain all ownership and other intellectual property rights in and to your Content, as applicable.

(b) Our name, the “PDGR” logo and trademark, our logo and trademark (including the “ORGN Technologies” logo and trademark), and all related names, logos, product and service names, designs, images, and slogans are trademarks of ORGN or its affiliates or licensors. You must not use such marks without the prior written permission of ORGN. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on any of our websites are the trademarks of their respective owners. Use of any such property, except as expressly authorized, will constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other law and could subject the infringer to legal action.

8.2 Content License: You: (a) hereby grant to us an unlimited, worldwide, transferrable, sublicensable, royalty-free, fully paid, perpetual, irrevocable right and license to host, store, use, exploit, copy, reproduce, distribute, display, perform, make available to the public, transmit, broadcast, publish, process, modify and create derivative works of your Content (without any attribution, compensation or other obligation to you) and authorize others, including our affiliates and service providers, to do the foregoing (the “Content License”); and (b) represent, warrant, and covenant, and can demonstrate to our satisfaction upon request, that: (i) you own or otherwise have the legal right and capacity to submit your Content (including directing us to obtain and submit your Content on your behalf) and grant the Content License or that your Content is in the public domain worldwide; (ii) your Content does not violate, misappropriate or infringe the rights of any third party, including privacy rights, publicity rights, copyrights, trademarks, rights in trade secrets or confidential information or other intellectual property rights; (iii) your Content is not confidential or proprietary and does not contain or include any information that you or a recipient do not have the right to disclose or do not wish to be disclosed; (iv) you agree to pay all royalties, fees, remuneration and any other monies due or payable arising from any use of your Content or the exercise of the Content License by us or third parties authorized by us; and (v) you hereby irrevocably waive any moral rights you have in your Content, and have acquired valid and enforceable waivers of any other moral rights in your Content from all individuals that contributed thereto, and acknowledge that such waivers may be invoked by any person authorized by us.

For greater certainty:

• the Content License includes the right and license to use your Content to develop, train, test, validate, update, improve, or modify any AI Technology (as defined below), use your Content as or in prompts for or inputs to any AI Technology, or otherwise process your Content through or using AI Technology. “AI Technology” means any and all machine learning, deep learning and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks and other AI tools or methodologies, all software implementations of any of the foregoing and related hardware or equipment; and
• the Content License includes the right to use your Content (including your name and, if provided, social media handles (and the name and social media handles of the ultimate owner, if applicable)) (1) for advertising and other marketing purposes, including press releases and social media posts, and (2) in relation to, and describe you (and the ultimate owner, if applicable) as the owner of, your collectibles and your collection.

Without limiting the foregoing, we may use your images, video, audio and other Content for any purposes not related to the Services, subject to the Content License.

8.3 Feedback and Suggestions: If you send us any feedback or suggestions (whether or not sent through the Services) regarding the Services, you hereby grant to us an unlimited, worldwide, irrevocable, perpetual, sublicensable, transferrable, royalty-free, fully paid right and license to use any such feedback or suggestions for any purpose without any attribution, compensation or other obligation to you.

In providing our Services, we may collect, use, store, disclose, process or otherwise handle your personal information. Our Privacy Policy, which can be found at pdgr.com/privacy and may be updated from time to time, forms part of these Terms. As the Privacy Policy describes how we collect and manage personal information, we encourage you to read it and use it to help you make informed decisions.

10.1 Linked Materials and Services: Materials provided through, and other components of, the Services may contain links to or rely on material and services on third party websites (“Linked Materials” and “Linked Services”). Such Linked Materials and Linked Services are not under our control and we are not responsible for the content of any Linked Materials or the provision of any Linked Services. The links to or reliance on materials and services on other websites are provided for convenience purposes only and we do not purport to sponsor, approve or endorse any of the Linked Materials or Linked Services. The third party provider of the Linked Materials or Linked Services (“Third Party Service Provider”) is solely responsible for them. Your use of the Linked Services and Linked Materials is subject to and must be in accordance with the applicable Third Party Service Provider’s terms and conditions of use and privacy policies applicable to such Linked Services and Linked Materials. We do not verify whether any Third Party Service Provider may legitimately offer the Linked Services or Linked Materials nor do we investigate the actual provision of the Linked Services or Linked Materials. Your only recourse with respect to the Linked Services and the Linked Materials is to the Third Party Service Provider of those Linked Services or Linked Materials.

10.2 Other Services: Third parties may develop applications and software that integrate with the Services or complement your use of the Services (“Other Services”). These Other Services are not part of the Services and may be governed by their own terms and privacy policies. By using Other Services, you acknowledge and agree that: (a) we are not responsible for your use of these Other Services; (b) we do not provide any warranties or support for Other Services; and (c) we are not liable for any damage or loss caused or alleged to be caused by or related to your access or use of any such Other Services, or your reliance on the privacy practices, data security processes or other policies of such Other Services.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. WE EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR PERFORMANCE.

YOU ACKNOWLEDGE THAT WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE AND YOU FURTHER ACKNOWLEDGE THAT WE DO NOT REPRESENT OR WARRANT THAT THE ACCESS TO THE SERVICES, WHICH IS PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES AND THE INFORMATION DELIVERED OR OTHERWISE PROVIDED THROUGH OR IN RELATION TO OR GENERATED BY THE SERVICES IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. WE ASSUME NO RESPONSIBILITY, AND ARE NOT LIABLE FOR, ANY DAMAGE TO YOUR COMPUTER EQUIPMENT, DATA OR OTHER PROPERTY (INCLUDING MOBILE DEVICES) ON ACCOUNT OF YOUR INSTALLATION OF, ACCESS TO, USE OF, INTERACTION ON OR BROWSING ON OUR SERVICES OR YOUR DOWNLOADING OF ANY SOFTWARE (INCLUDING ANY MOBILE APPLICATIONS) OR MATERIAL, OR INABILITY TO DO ANY OF THE FOREGOING.

NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS TO THE CONTRARY, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR ANY LOSSES OR DAMAGES UNDER OR IN CONNECTION WITH THESE TERMS, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF, OR COULD HAVE FORESEEN, SUCH LOSSES OR DAMAGES IN ADVANCE, INCLUDING: (A) ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THE PLATFORM, THE SERVICES OR THESE TERMS; (B) ANY LOSS OF REVENUE, INCOME, PROFIT, SAVINGS, SHARE VALUE, CUSTOMERS OR CONTRACTS, LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEMS, PROGRAMS, NETWORKS OR HARDWARE (OR THE RECOVERY OF SUCH) OR LOSS OF GOODWILL; OR (C) ANY DAMAGES FOR ANY CAUSE RELATED TO OR ARISING OUT OF LOSS OF REPUTATION.

TO THE EXTENT THE FOREGOING EXCLUSIONS OF LIABILITY ARE NOT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT OUR LIABILITY AND THAT OF OUR AFFILIATES AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, FOR ANY CAUSES OF ACTION, LOSSES AND DAMAGES ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES OR THESE TERMS, WILL NOT EXCEED, IN THE AGGREGATE ONE HUNDRED CANADIAN DOLLARS ($100 CAD).

YOU ACKNOWLEDGE AND AGREE THAT THE ABOVE EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT BETWEEN YOU AND US. IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY, OUR LIABILITY IN RESPECT OF SUCH WARRANTIES OR OTHERWISE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS IN ITS ESSENTIAL PURPOSE.

You will release, indemnify, defend and hold us and our affiliates, and our respective employees, officers, directors and agents harmless from and against any claims, actions, liabilities, damages, losses, costs, fees and expenses (including reasonable legal and other professional fees and expenses), arising from or related to: (a) your breach of these Terms; (b) your use of the Services; (c) your Content; (d) your breach of any applicable laws or third party rights such as intellectual property or privacy rights; or (e) your interactions with any other users of the Services, any relationship or other dealings between you and a user in respect of any collectibles or Collectible Content set out in the Services, the Linked Materials, the Linked Services, the Other Services or matters which you have expressly agreed to be responsible for under these Terms.

The Services (including materials, content, features and functionality) may be subject to Canadian export control laws. You will not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law (including regulation and court order). You will comply with all applicable law (including regulations and court orders) and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing, or otherwise making the Services available outside Canada. The foregoing will not limit the applicability of Section 2.7.

15.1 Independent Contractors: Each party to these Terms is and will at all times remain an independent contractor to the other party. At no time will either party be deemed to be the agent or employee of the other party, and no joint venture, partnership, agency or other similar relationship will be created or implied by virtue of these Terms.

15.2 Severability: If any provision in these Terms is at any time unenforceable or invalid for any reason it will be severable from the remainder of these Terms, and, in its application at that time, these Terms will be construed as though such provision was not contained herein and the remainder will continue in full force and effect and be construed as if these Terms had been entered into without the invalid or unenforceable provision.

15.3 Notices: All notices to be provided by us to you under these Terms may be delivered in writing via: (a) email; (b) mail (registered or certified, postage prepaid with receipt requested); (c) courier; or (d) personally. All notices will be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, 2 business days after being deposited in the mail or dispatched by courier.

15.4 Section Headings: The section and subsection headings in these Terms are solely for convenience and will not be considered in its interpretation.

15.5 Force Majeure: In no event will we be responsible or liable to you for any delay or failure to perform resulting from acts or causes outside of our reasonable control, including acts of God; flood, fire, earthquake, tsunami, or explosion; epidemics, pandemics or public health emergencies; war, terrorism, invasion, riot, or other civil unrest; actions, embargoes, or blockades in effect on or after these Terms became effective; national or regional emergency; strikes, labour stoppages or slowdowns, or other industrial disturbances; passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown; or national or regional shortage of adequate power or telecommunications or transportation facilities.

15.6 Waiver: No waiver by any party of any of the provisions hereof is effective unless explicitly set out in writing and signed by the party so waiving. No such waiver will operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different nature, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15.7 Entire Agreement: These Terms, together with our Privacy Policy and any other documents incorporated by reference into these Terms, constitute the entire agreement, and supersede any and all prior agreements, between you and us with regard to the subject matter of these Terms. In the event of any conflict or inconsistency between these Terms and any terms or conditions in any documentation you or any other person provides to us, these Terms will prevail and control (in which case such terms or conditions in the documentation that you or any other person provides to us will be null and void). Except as expressly stated in these Terms, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter of these Terms.

15.8 Updates and Revisions to Terms: We may amend these Terms from time to time, in which case the updated Terms will supersede prior versions. If we make a change to these Terms, the updated Terms will be posted on our website or otherwise made available through the Services. Please check the Terms posted on our website from time to time to take notice of any changes we made, as they will be binding on you. Your continued access and use of the Services following the effective date of any such updated Terms may be relied upon by us as your acceptance of any such amendment.

15.9 Governing Law: These Terms, your use of the Services and all disputes arising from or relating to these Terms or the Services will be governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia without regard to conflict of laws principles. You further agree that, despite being available from a variety of jurisdictions, the Services will be deemed solely based in the Province of British Columbia, Canada; and that the Services will be deemed to be passive in nature and not giving rise to personal jurisdiction over us in jurisdictions other than the Province of British Columbia. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of British Columbia sitting in Vancouver for any actions or proceedings arising out of or relating to the Services or the enforcement of these Terms. However, you agree that nothing in these Terms precludes our application for injunctive remedies or other urgent legal relief in any jurisdiction.

15.10 Assignability: You may not assign these Terms without our prior written consent. Any attempt by you to assign these Terms not made in accordance with this clause will be void and without effect.

15.11 Successors and Assigns: These Terms will enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns.