Terms Of Service

Spaceground Additional Terms and Conditions of Use

These are the terms and conditions of use for https://spaceground.io/ ("Site"). The Site is operated by

Spaceground LLC of 8 The Green, Suite A, Dover, DE 19901 USA (“Spaceground,” “we,” “us”, or “our”)and is a live marketplace that allows users to research, buy and sell certain consumer goods. These Terms and Conditions of Use, our Frequently Asked Questions (the “FAQS”), and all other requirements posted on our websites, all of which are incorporated into these Terms and Conditions of Use by reference and as amended from time to time (collectively, “Terms”) describe the terms and conditions on which we provide our websites (the “Sites”), services, data, software, applications (including mobile applications) and tools (collectively “Services”) to you, whether as a guest or a registered user. If you reside outside of the United States, please carefully review section 14 and 30 of this Agreement below.

In these Terms, “you” and “your” refer to (a) you, the individual accessing and/or using the Services, (b) any electronic agent accessing the Sites and/or using the Services on behalf of an individual or business entity, and (c) the business entity on whose behalf an individual or electronic agent is accessing the Sites and/or using the Services.

Your use of the Sites and Services will be subject to these Terms and by using them you agree to be bound by them. These Terms create a legal contract between you and us. Please read them carefully. We will collect and process personal data in accordance with our Privacy Policy https://www.spaceground.io/legal/privacy.

By using our Sites and Services, or by clicking to accept these Terms, you accept and agree to be bound and abide by these Terms in full. If you do not agree to these Terms, do not use our Sites or any portion of the Services. For all purposes, the English version of the Terms shall be the original, binding instrument and understanding of the parties. In the event of any conflict between the English version of the Terms and any translation into any other language, the English version shall prevail and control.

These Terms contain provisions that govern how claims between you and us are resolved (see Section 14 Disputes with Spaceground below). This includes an obligation to arbitrate certain claims through binding and final arbitration unless you opt out of the arbitration when you sign up with us. Unless you opt out, you will only be permitted to bring claims against us and seek relief on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. As set out in section 14 and 30, this clause regarding arbitration is intended to apply to all users and in all countries where Spaceground operates.

1. Changes to Terms and Policies.

Spaceground may in our discretion change these Terms (including the FAQs or any policy) at any time, but if we do, we will place a notice on our Site. We may also send you an email and/or notify you by some other means. Changes take effect on the date set out in the Terms. You should view these Terms often to stay informed of any changes that may affect you. YOUR CONTINUED USE OF THE SITE AND/OR SERVICES AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY OF THE CHANGES, YOU MUST CANCEL YOUR ACCOUNT AND NOT USE ANY PORTION OF THE SERVICES.

The version of these Terms posted on our Sites on each respective date you visit the Sites will be the Terms applicable to your access and use of the Services on that date. Our electronically or otherwise properly stored copies of these Terms and the Privacy Policy shall be deemed to be the true, complete, valid, and authentic copies of the version of the Terms and the Privacy Policy that were in force on each respective date you visited the Sites. We reserve the right to terminate these Terms, or to refuse, restrict, or discontinue access to or use of the Services (or any portions, components, or features thereof) to you or any other person or entity, if you are in breach of the Terms or for any reason or for no reason whatsoever, at any time, without notice or liability.

2. About Spaceground.

The Site and Services are intended for use only by persons who are at least 18 years of age. By using the Site and Services you confirm that you meet this requirement and that, if you are under the age of 18, you have received permission from your parent or guardian before using the Site and Services. Spaceground allows third-party sellers to list and sell their products in a live marketplace on the Site and Services. Sellers' products will be made available for sale on all our Sites and mobile applications. Buyers and sellers must create an account to purchase or sell items on the Spaceground platform (see Section 3). Buyers and sellers can delete or deactivate their account by following the options available on our FAQ page, as updated from time to time.

• Matching: Buyer may place bids, and seller may place asks on the platform for specific items. If a seller uses the Spaceground platform to place an item for a fixed or minimum price, the seller makes a binding offer to conclude a contract for this item at this fixed or minimum price. If a buyer uses the Spaceground platform to place a bid offering a fixed or maximum price for a specific item, the buyer makes a binding offer to conclude a contract for this item at this fixed or maximum price.

• Checkout: The seller may also use the “checkout” function. If the buyer uses the “checkout” feature, which will attempt to automatically match a buyer with a seller at the lowest overall ask price, the contract will be concluded at the moment where the buyer clicks on the “Check out” button and the transaction is successfully completed.

• Sell now: If the seller uses the “sell now” feature, which will attempt to automatically match a seller with a buyer at the highest bid, the contract will be concluded at the moment where the seller clicks on the “Check out” button and the transaction is successfully completed.

In these scenarios the contract is concluded between buyer and seller under the condition that the article’s authenticity is approved by Spaceground.

A further description of the live marketplace process and the rules applicable to buyers and sellers is available on our FAQ page, as updated from time to time. While Spaceground as the platform provider helps facilitate transactions that are carried out on the Spaceground platform, Spaceground is neither the buyer nor the seller of the seller's products. Spaceground provides a venue for sellers and buyers to negotiate and complete transactions. Accordingly, the contract formed at the completion of a sale for these third-party products is solely between the buyer and seller. Although Spaceground might provide historical pricing data to the buyer and seller, we do not set prices for the items and Spaceground is not an auctioneer.

Spaceground acts as a commercial agent to conclude the sale on behalf of each buyer and seller involved in each transaction. Because sellers set prices, they may be higher than retail value of the products sold on our Site. Any item valuations displayed through the Services are estimates only. Spaceground does not guarantee that any item will sell. Spaceground reserves the right to investigate complaints and violations of these Terms and, to the extent permitted by applicable law, may take any actions we deem appropriate, including suspending a buyer or seller account and charging your payment method for costs we incur because of the violation. Although the Services are anonymous and we generally do not share your information with other buyers and sellers, we may share your information with law enforcement and professional advisers under an obligation of confidentiality as part of an investigation related to any alleged violation of law or these Terms in accordance with our Privacy Policy, and we may respond to all inquiries initiated by law enforcement or other governmental agencies.

The Services are accessible to certain international sellers and buyers. Spaceground may provide access to certain features and tools to international sellers and buyers, such as estimated local currency conversion and integrated international shipping, customs, and tax tools. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.

3. Accounts, Passwords, and Security.

To view or browse the live marketplace, you must create an account using an email address and password or other account creation tools offered on the Services, such as a social media account. To offer items for sale (“Ask”) or offer to purchase items (“Bid”), you must create an account and will be assigned a crypto wallet address to be used as an approved payment method on file. You agree that we may charge your crypto wallet or other payment method for amounts you owe as described in these terms, as well as any costs or losses arising from your violation of the Terms. When you register to create an account with us, you agree to provide accurate information about yourself and must not register under a false name or age or use an unauthorized payment method. If you use any Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree to notify Spaceground immediately upon learning of any unauthorized use of your account or password, or any other unauthorized access or breach of security. However, you may be held liable for losses incurred by Spaceground or any other person or entity due to another person using your account or password. You may not use any other user’s account or password at any time without the express permission and consent of the holder of that account or password. You may not transfer or assign your account.

4. Fees, Promotional/Discount Codes and Taxes.

Fees for the Services, including applicable shipping fees, are described in our FAQ, as updated from time to time. Spaceground may sometimes furnish an alphanumeric code that can be used for promotions or discounts for purchases on our sites. These promotional or discount codes may be sent via email to our registered users, presented on our Sites or circulated at events and through other means and, are subject to applicable promotional or discount terms. As a seller you are responsible and agree to collect, pay, report and remit any and all local, state, provincial, federal, or international taxes (including VAT and sales tax) that may be due by you with respect to your sales transaction, and as a buyer you agree to pay any and all local, state, federal, or international taxes (including sales taxes) that may be due by you with respect to your purchase transaction. You agree that Spaceground is not responsible for reporting, collection, or payment of any taxes on your behalf except for jurisdictions where Spaceground is required as a marketplace facilitator. In accordance with the Privacy Policy and only to the extent necessary to complete a transaction, you agree to provide Spaceground with all relevant tax information which Spaceground may provide to any tax authority in connection with payments you receive from us and where applicable further authorize Spaceground to release that information to such tax authority or other competent governmental body. Your account may be suspended for failure to provide Spaceground with all relevant tax information to support filings to the appropriate tax authority.

5. Authentication; Shipping and Handling.

As part of the purchase transaction, the seller may be asked to ship the item to Spaceground and Spaceground will visually inspect the item and use commercially reasonable efforts to confirm it is authentic and meets our condition standards. If Spaceground determines the item is authentic and meets our condition standards, Spaceground will ship the item to the buyer. If Spaceground cannot reasonably confirm the authenticity of the item or determines it is not authentic or does not meet our condition standards, then we will notify the buyer and the seller that the item has not passed authentication and will issue a refund to the buyer. Additionally, Spaceground has the right to reject any item for any reason, including but not limited to, authenticity, failure to meet our condition standards, or damage of the item. Spaceground policy requires sellers to ship items within the specified timeframe provided in the sale confirmation email after purchase. However, because Spaceground cannot control the amount of time it takes for the item to reach Spaceground, we cannot guarantee a specific delivery timeframe for any items and therefore, buyer is not permitted to cancel the purchase if the item does not ship from the seller within the specified timeframe in the sale confirmation email after purchase. Once we receive the item from the seller it generally takes 1-2 business days for us to authenticate the item and ship it to a buyer. If a buyer does not receive an item, the buyer shall promptly report the issue to Spaceground within 2 days of the latest estimated delivery date. Spaceground has the right, in our sole and absolute discretion to refuse to accept returns or other refunds and/or to charge restocking fees for returned or abandoned items. If a buyer or seller refuses to accept delivery of a package sent to his/her address on file, Spaceground will consider the property abandoned after thirty (30) days and may charge the buyer or seller Spaceground’s reasonable expenses incurred due to such refusal to accept delivery.

6. Counterfeits, Fraud, and Market Manipulation.

Spaceground takes counterfeiting, fraud, and market manipulation very seriously. If a seller provides a counterfeit item or attempts to defraud any buyer or Spaceground, Spaceground reserves the right to do any or all of the following, in its sole discretion: (i) remove any or all of seller’s listings from the Services;(ii) cancel any or all of seller’s orders pending through the Services; (iii) withhold any payments due to seller; (iv) place limits on seller’s buying and selling privileges; (v) charge seller’s payment method for costs, expenses and fees incurred by Spaceground as a result of seller’s action or inaction, including charging seller for the cost of replacement items, the value of coupons and gift certificates provided to the buyer, reprinting fees incurred by Spaceground, rerouting charges imposed by carriers, and refunds to the buyer; (vi) ship the item back to the seller at the seller’s cost (including any customs and duties amounts incurred by Spaceground); (vii) provide the counterfeit items to law enforcement or destroy the counterfeit items, (viii) temporarily or permanently suspend seller’s account, and (ix) charge seller’s payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, in Spaceground's sole discretion, as a service fee. Seller hereby agrees that each of the foregoing remedies are reasonable and justified upon Spaceground’s discovery of counterfeit items or fraudulent actions, even if those items or actions were not known by the Seller at the time to be counterfeit or fraudulent(e.g., negligent fraud). Seller understands and agrees that if we provide the counterfeit item to law enforcement, seller’s communications and any property claim with respect to that item must be solely with that law enforcement agency and not with us. We may also use fraud protection measures, including algorithms and automated systems to monitor for fraud, which might result in cancellation of listings or sales or account suspension. If this occurs in error, please contact us at https://www.spaceground.io/contact. We may also require additional identification information from you if you engage in certain high-value transactions or high overall payment volumes through Spaceground. If a buyer receives an item that it believes to be counterfeit, the buyer must notify Spaceground inwriting within 3 days after receiving the item, and we will commence an investigation into the item. The buyer shall cooperate with us in the investigation and final disposition of the item, including providing photographs and other evidence of the item, providing the item to law enforcement, destroying the item, or delivering the item back to us, at our direction. If we elect to have the buyer destroy the item, the buyer shall provide reasonable proof of destruction to us. We correspond with the Sellers to obtain refund all fees and costs paid by the buyer for the item (including shipping and handling) where available, however, agreement to refund the item is at the discretion of the Seller and is not guaranteed. In no event may a buyer resell any item (on Spaceground or elsewhere) that is reasonably believed to be counterfeit.

Spaceground may monitor the integrity of the Spaceground marketplace and may take steps to protect the marketplace as determined by Spaceground in its sole discretion (e.g., if Spaceground believes a seller or buyer is engaging in market manipulation or fraud, including creating false or “dummy” accounts). If Spaceground believes that a seller or buyer attempts to interfere with the free and fair operation of the Spaceground marketplace, or creates artificial, false or misleading information, or information appearing to mislead with respect to pricing or demand for a product on the Spaceground marketplace (all of the foregoing in Spaceground’s sole discretion), then, without limiting any other rights of Spaceground, Spaceground reserves the right to do any or all of the following, in its sole discretion: (i) remove any or all of the user’s listings from the Services; (ii) cancel any or all of the user’s orders pending through the Services; (iii) withhold any payments due to the user; (iv) place limits on a user’s buying and selling privileges; (v) charge user’s credit card for costs, expenses and fees incurred by Spaceground as a result of the user’s actions; (vi) notify law enforcement of the fraudulent activity; (vii)temporarily or permanently suspend the user’s account, and (viii) charge the user’s credit card an additional service fee of up to $1,000 to cover Spaceground’s investigation fees and other related costs and expenses.

7. Seller Obligations.

By listing an item for sale (each posting, a “New Ask”), you are making a binding offer to sell that specific item to a buyer who purchases the item for the Ask price you have specified and to ship the item in accordance with our FAQ as updated from time to time. When a buyer accepts your offer by purchasing your item through our Services, you are contractually and legally bound to deliver that exact item for the specified price. SELLERS MUST SHIP items via reliable carriers and must provide buyers with reasonable and accurate product delivery information. Sellers must ship an item sold on our Sites from the country listed as your address on file (e.g., if your address on file is in the United States, you cannot use the shipping label provided to you to ship the item from Canada). You are obligated to monitor your inventory and ensure all listings are accurate. Once a Bid and Ask are matched, under no circumstances may a seller cancel the listing. Failure to fulfill your orders will result in additional charges to you, including a minimum of $15.00 USD, or an amount up to 15% of the transaction amount, in Spaceground’s sole discretion. If a seller fails to deliver items to Spaceground in accordance with these Terms, Spaceground reserves the right to do any or all of the following, in its sole discretion: (i) charge seller’s payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, in Spaceground's sole discretion, as a service fee; (ii) remove any or all of seller’s listings from the Services; (iii) cancel any or all of seller’s orders pending through the Services; (iv) withhold any payments due to seller; (v) place limits on seller’s buying and selling privileges; (vi) charge seller’s payment method for costs, expenses and fees incurred by Spaceground as a result of seller’s action or inaction, including charging seller for the cost of a replacement, coupons and gift certificates provided to the buyer, reprinting fees incurred by Spaceground, rerouting charges imposed by carriers, and refunds to the buyer; and (vii) temporarily or permanently suspend seller’s account.

As a seller, you are required to ensure that the item you are listing exactly matches the image on the New Ask page and meets the specifications described in your listing. If Spaceground or a buyer reasonably determines that your item does not conform to the description (including, without limitation, meeting the Spaceground quality standards), or is counterfeit, then, in Spaceground’s sole discretion, we will charge your payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, as a service fee, plus additional amounts or, as determined in Spaceground’s discretion, charging you for the cost of a replacement, coupons and gift certificates provided to the buyer, reprinting fees incurred by Spaceground, rerouting charges imposed by carriers, and refunds to the buyer. Spaceground has no obligation to return items to a seller that do not conform to the description (including, without limitation, meeting Spaceground quality standards), or are counterfeit (in which case, Spaceground may turn those items over to the proper authorities) at your cost. Spaceground will pay you within a reasonable amount of time following completion of the sale, which occurs when the buyer receives the item. To get paid more quickly, ship your items immediately after your Ask is matched by a buyer. To see the fees applicable to sales transactions, please refer to the New Ask window where your Ask price is entered. You will also receive fee information via email notification when an Ask goes live, is updated, or a sale occurs.

Spaceground is acting solely as an intermediary between the sellers and the buyers. We do not assume any liability regarding the proper performance of the purchase agreement you may conclude with a buyer through the platform, except for Spaceground’s specific Services described in Section 2 of these Terms and Conditions. Professional sellers must comply with all laws and regulations applicable to the sale of their products on Spaceground’s live marketplace.

8. Buyer Obligations.

A buyer may place a Bid on an item for sale through the Services. When a Bid matches an Ask, the buyer is obligated to pay for that item. WHEN YOU PLACE A BID OR USE THE “CHECK OUT” FUNCTION, YOU ARE COMMITTING TO PURCHASE THE ITEM AS SOON AS YOUR BID MATCHES A SELLER’S ASK PRICE AND YOU ACKNOWLEDGE THAT PAYMENT OF THE ASK PRICE WILL BE TAKEN FROM YOUR PAYMENT METHOD. To be an eligible buyer you must have a billing address and shipping address within one of the countries that Spaceground supports. You can see a full list of these countries at Available Countries, which may be updated from time to time. If your address is outside the United States, then you will be responsible for picking up your package and for paying all customs, duties, taxes and any other related fees in addition to the international shipping charges; you will be responsible for compliance with all customs requirements on import as required; and, when placing your order, you authorize us to appoint an agent to file the customs declarations on your behalf. In general, we charge your payment method immediately upon purchase and, when the transaction is complete, we pay the seller. You will not receive any interest on the purchase amount while the transaction is being fulfilled. You might be required to pay certain fees as described when placing your Bid, as updated from time to time. If your payment fails or is rejected for any reason (e.g., purchase exceeds credit card limit, card is cancelled, chargeback is requested), Spaceground reserves the right to do any or all of the following, in its sole discretion: (i) charge buyer’s payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, in Spaceground's sole discretion, as a service fee; (ii) remove any or all of buyer’s Bids from the Services; (iii) cancel any or all of buyer’s orders pending through the Services; (iv) withhold refunds or payments due to buyer; (v) place limits on buyer’s buying and selling privileges; (vi) charge buyer’s payment method for costs, expenses and fees incurred by Spaceground as a result of buyer’s action or inaction; and (vii) temporarily or permanently suspend buyer’s account. ALL SALES ARE FINAL ONCE THE ITEM IS AUTHENTICATED AND DELIVERED, AND NO REFUND REQUESTS WILL BE HONORED REGARDLESS OF THE CURRENT VALUE OF THE ITEM. If you experience a problem with your purchase or an item, please contact us at https://www.spaceground.io/contact. If there is a problem with an item you received, you must contact us in writing within 3 days after receiving the item with a detailed description of the problem. Spaceground verification tags or stickers that are attached to items must not be removed, or the items will not be eligible for return or exchange under any circumstance (including damage in transit).

9. Limitations and Restrictions.

Spaceground does not provide any guarantee that your items will sell and will not provide any compensation for items that do not sell through our Services. Spaceground also does not guarantee how long it will take for a listing to appear in the Services after it is posted and is not responsible for unsold items resulting from any listing delays. Spaceground conducts periodic scheduled maintenance as well as unscheduled emergency maintenance from time to time. During maintenance periods the Services (or portions thereof) may be temporarily unavailable. You must not and will not do any of the following:

• use our Services to solicit sales outside of Spaceground or to contact any user of the Services;

• use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services;

• upload or transmit any message, information, data, text, software or images, or other content that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another's right of privacy or publicity;

• engage in abusive treatment of other users of the Services or any Spaceground employee;

• create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Spaceground representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

• upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);

• delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;

• use any of the Services’ communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);

• upload or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation, commercial or otherwise;

• violate any applicable local, state, national or international law;

• upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright, or other proprietary rights of any party;

• delete or revise any material posted by any other person or entity;

• register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Services if you are not expressly authorized by such party to do so;

• harvest or otherwise collect information about others, including e-mail addresses;

• use Spaceground’s trademarks without our written permission;

• except to the extent permitted by applicable law (including, in the United States, the Copyright Act 1968 (Cth)), copy, reproduce, reverse engineer, modify, decompile, disassemble or otherwise attempt to derive source code from, create derivative works from, distribute, or publicly display any content (except for your information) or software from our Services without the prior express written permission of Spaceground and the appropriate third-party, as applicable;

• commercialize all or any part of the Spaceground Services;

• use any modified versions of Services, for any reason whatsoever, without the express written consent of Spaceground;

• upload or distribute files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another;

• use any robot, spider, scraper, or other automated or manual means to access our Services, or copy any information thereon, for any purpose without our express written permission;

• take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with the functioning of the Services;

• attempt to gain any unauthorized access to the Sites or the Services, including computer systems, software, or networks;

• probe, scan, test the vulnerability of or breach the authentication measures of, the Sites or any related networks or systems;

• bypass our robot exclusion headers, robots.txt rules or any other measures we may use to prevent or restrict access to our Services; or

• do anything else that we determine, in our sole discretion, misuses the Services or otherwise negatively impacts our marketplace.

Spaceground reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, the suspension or termination of your access and/or account. Spaceground may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by applicable law, Spaceground always reserves the right to disclose any information as Spaceground deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Spaceground’s sole discretion. You also agree to reimburse Spaceground for any damage, loss, cost, or expense Spaceground incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your use of the Services for any unlawful or prohibited purpose.

10. Intellectual Property.

You acknowledge and agree that (i) our patents, copyrights, trademarks, service marks, trade secrets and other intellectual property (collectively, “Intellectual Property”) are our sole property, and (ii) nothing in these Terms shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of our Intellectual Property. Without limiting the previous sentence, the Services, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of Spaceground or its licensors or suppliers, and are protected by U.S. and international intellectual property laws (including copyright and trademark laws). The compilation (meaning the collection, arrangement, and assembly) of all content associated with the Services is the exclusive property of Spaceground and protected by U.S. and international intellectual property (including copyright) law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content through our Services is strictly prohibited.

Spaceground grants you a personal, non-exclusive, non-transferable, revocable, limited license to use the Sites and the Services solely for your personal or internal use and subject to the condition that you do not (and do not allow any third-party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the Sites, the Services, or any other content available via the Sites or the Services. All rights not expressly granted to you in these Terms are reserved and retained by Spaceground.

11. User Content.

If you provide us with any text, graphics, photos or other materials or content (“User Content”), you grant us a non-exclusive, perpetual, transferable, irrevocable, assignable, royalty-free, fully paid up, sublicensable (through multiple tiers) right and license to use, reproduce, distribute (through multiple tiers), create derivative works from, publicly perform, display, store, digitally perform, make or deliver digital audio transmissions, encode, transcode, publish (online, through the Services, on any other website(s), as well as through mobile channels, and offline, in print, radio, television or elsewhere), make, have made, sell, offer for sale, import and commercialize User Content, or any portion thereof, in any manner and context, in any way, in any and all media now known or hereinafter developed and on any device(s), whether or not portable, wired, or wireless, without limitation, throughout the universe. You further agree to waive your right to be identified as the author of User Content and your right to object to derogatory use or treatment of such User Content. If Spaceground does decide, in its sole discretion, to attribute User Content to you, you hereby grant Spaceground the right to use your name (and/or any user name), image, likeness, and/or photo with respect to such attribution, and you waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your name, image, likeness and/or photos. You hereby agree to waive all claims of moral rights associated with being the author of User Content, and to consent to Spaceground doing all acts that would otherwise constitute an infringement of your moral rights, as well as waive the right to inspect or approve the finished video, photograph, sound track, web site, advertising copy or printed matter that may be used in conjunction therewith or to the eventual use in any media that it might be applied. The rights you grant above are irrevocable during the entire period of the protection of your intellectual property rights associated with such User Content.

You agree that Spaceground (i) is not under any obligation, whether of confidentiality, attribution or otherwise, and will not be liable for any use or disclosure of any User Content; (ii) is under no obligation to post, display or otherwise use any User Content; (iii) has no obligation whatsoever to provide you any compensation for the use or display of your User Content or otherwise from the exercise of the rights granted under this Section, even if Spaceground receives compensation therefrom; (iv) has the right (but not the obligation) to monitor the User Content that you or third parties post, and to alter or remove any such User Content; and (v) has the right to disclose User Content and the circumstances surrounding its transmission to any third-party in order to operate the Services, to protect ourselves and third parties, and to comply with legal obligations or governmental requests. You are prohibited from posting any libelous, obscene, defamatory, pornographic, or other materials that would violate any laws. You shall be solely responsible for your own User Content and the consequences of posting or publishing it.

You represent and warrant that any information you provide to us, to other users, or to visitors, including but not limited to User Content, (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) doesn’t involve the sale of counterfeit or stolen items; (d) doesn’t infringe any thirdparty’s copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) is yours or you have the necessary licenses, rights, consents, and permissions to such information and to grant the rights and licenses to Spaceground under all patent, trademark, trade secret, copyright or other proprietary or intellectual property rights in and to any and all such information in the manner contemplated in these Terms; (f) doesn’t violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (g) doesn’t contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information; and (h) is not intended to circumvent or violate the letter and spirit of these Terms and the lawful functioning of Spaceground’s marketplace.

You further represent and warrant that you have the written consent, release, and/or permission of each and every person identified in any information you provide, including but not limited to User Content, to use the name or likeness of such person or, if such persons are minors, the written consent, release, and/ or permission of such minor’s parent or legal guardian.

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Spaceground, you acknowledge and agree that: (a) your Contributions don’t contain confidential or proprietary information; (b) Spaceground isn’t under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Spaceground shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media now known or later developed and throughout the universe; (d) Spaceground may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Spaceground without any obligation of Spaceground to you; and (f) Spaceground is free to use any ideas, concepts, or techniques that you send Spaceground for any purpose, including but not limited to, developing and marketing products that incorporate such ideas, concepts or techniques; and (g) you aren’t entitled to any compensation or reimbursement of any kind from Spaceground under any circumstances.

12. Indemnity.

You shall indemnify, defend and hold Spaceground and our affiliates and their respective officers, directors, agents and employees harmless from and against all claims, demands, suits or other proceedings, and resulting loss, damage, liability, costs, interest and expenses (including reasonable attorneys’ fees) brought by any third-party or governmental claim or demand that involves, relates to or concerns (a) your listing or sale of any counterfeit, stolen, or illegal merchandise or goods, (b) your breach of any provision of the Terms (including the NFT Terms and Vault Terms), (c) your improper use of the Services, including any improper use of the Services related to NFTs, the Vault Services, or Stored Items, (d) your violation of any law or the rights of a third-party, or (e) federal, state, county, city, or other tax obligation or amounts due or owing under any tax regulation, law, order or decree. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.

13. Disclaimer of Warranties; Limitations of Liability.

If you are based outside of the United States, please refer to section 14 and 30 below. You covenant not to sue Spaceground, and agree that you will not hold Spaceground responsible, for other users’ content, actions, or inactions. Spaceground is a marketplace for consumer goods. You acknowledge that you are buying items from a third-party, not Spaceground. While we may help as your commercial agent facilitate the resolution of disputes, we have no control over and do not guarantee the accuracy, quality, safety, truth, accuracy or legality of User Content, listings, and/or items (including NFTs) listed or sold. If you have a dispute with one or more users, as a buyer or seller, you release and covenant not to sue Spaceground, its affiliated companies, and our and their respective officers, directors, agents, joint venturers, employees, legal representatives, and suppliers from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. In entering this release, you expressly waive any protections (whether statutory or otherwise – e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release. SPACEGROUND AND/OR OUR THIRD-PARTY SUPPLIERS OR LICENSORS DO NOT REPRESENT, WARRANT OR COVENANT THAT THE SYSTEM AND THE SERVICES, INCLUDING THE VAULT SERVICES AND NFTS, ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, FREE OF TECHNICAL AND TYPOGRAPHICAL ERRORS, SECURE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD-PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERRORFREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SYSTEM AND SERVICES, INCLUDING THE VAULT SERVICES AND NFTS, ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. SPACEGROUND PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES, OR ALTERS THE SYSTEM AND THE SERVICES WITHOUT NOTICE. FURTHER, SPACEGROUND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SYSTEM OR THE SERVICES, INCLUDING THE VAULT SERVICES AND NFTS. SPACEGROUND SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT, OR ANY OTHER INFORMATION ON THE SYSTEM OR THE SERVICES, INCLUDING THE VAULT SERVICES AND NFTS. YOU AGREE THAT YOU ARE MAKING USE OF OUR SERVICES, INCLUDING THE VAULT SERVICES AND NFTS, AT YOUR OWN RISK, AND THAT THE SERVICES ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPACEGROUND (INCLUSIVE OF ANY OF ITS SERVICE PROVIDERS AND LICENSORS) MAKES NO WARRANTY OR GUARANTIES OF ANY KIND WITH RESPECT TO OUR SERVICES, ANY ITEMS (INCLUDING STORED ITEMS), NFTS, ANY USER CONTENT, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SPACEGROUND (INCLUDING OUR AFFILIATED COMPANIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, LEGAL REPRESENTATIVES, AND SUPPLIERS) ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD SPACEGROUND RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM (A) THE USER CONTENT YOU PROVIDE USING THE SERVICES, OR CONTENT OF THIRD PARTIES (B) YOUR ACCESS TO, USE OF, INABILITY TO ACCESS OR USE THE SERVICES, OR RELIANCE ON THE SERVICES (INCLUDING THE VAULT SERVICES AND NFTS); (C) PRICING, SHIPPING, FORMAT, OR OTHER GUIDANCE PROVIDED BY SPACEGROUND, (D) DELAYS OR DISRUPTIONS IN OUR SERVICES, (E) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR SERVICES OR THOSE OF ANY SITE, SERVICES, OR TOOLS LINKED TO OUR SERVICES; (F) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR SERVICES, (G) DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF ANY SERVICE, (H) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES, INCLUDING ITEMS LISTED USING OUR SERVICES OR THE DESTRUCTION OF ALLEGEDLY FAKE ITEMS, (I) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT, (J) THE DURATION OR MANNER IN WHICH ITEMS YOU LIST APPEAR ON THE SERVICES, OR (K) YOUR NEED TO MODIFY PRACTICES, CONTENT OR BEHAVIOR, OR YOUR LOSS OF ABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS OR OUR POLICIES. UNDER NO CIRCUMSTANCES SHALL SPACEGROUND, OR ITS AFFILIATED COMPANIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, LEGAL REPRESENTATIVES, AND SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, THE VAULT SERVICES, NFTS, OR ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (K) OF THIS PARAGRAPH, OR ANY OTHER CAUSE BEYOND THE CONTROL SPACEGROUND, EVEN IF SPACEGROUND WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE AGGREGATE LIABILITY OF SPACEGROUND, OR ITS AFFILIATED COMPANIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, LEGAL REPRESENTATIVES, AND SUPPLIERS, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING, IF SPACEGROUND, ITS CONTRACTORS, SUPPLIERS, CONTENT PROVIDERS, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD-PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICES (INCLUDING IN CONNECTION WITH NFTS, STORED ITEMS, OR THE VAULT SERVICES), SPACEGROUND AND SUCH PARTIES’ CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED (A) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (B) USD $100.

14. Disputes with Spaceground.

If you are based outside of the United States, please refer to this section 14 and 30 below. You and Spaceground agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of the Terms or your use of, or access to, the Services, will be resolved in accordance with the provisions set forth in this Section 14. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND SPACEGROUND HAVE AGAINST EACH OTHER ARE RESOLVED.

You agree that, except to the extent inconsistent with the Federal Arbitration Act (“FAA”) or pre-empted by federal law, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and Spaceground. Legal notices shall be served on Spaceground’s national registered agent (in the case of Spaceground) or your email address on file with us (in your case). Notice by us to you shall be deemed given twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to any physical address you have on file with us. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information updated.

You and Spaceground each agree that all disputes or claims that have arisen or may arise between you and Spaceground relating in any way to or arising out of the Terms or your use of or access to the Services, shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matters remains in such court and advances only on an individual (non-class, non-representative) basis. The FAA governs the interpretation and enforcement of this Agreement to Arbitrate. IN ALL EVENTS, EACH PARTY HEREBY KNOWINGLY, VOLUNTARY, AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES. THE PARTIES FURTHER AGREE THAT, IF AND TO THE EXTENT THIS AGREEMENT TO ARBITRATION DOES NOT APPLY TO ANY CLAIM, THAT CLAIM WILL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

• PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF (THE “CLASS ACTION WAIVER”). YOU AND SPACEGROUND AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND SPACEGROUND AGREE OTHERWISE IN A SEPARATE WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SPACEGROUND USERS. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH’S PROHIBITIONS ON CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTIONS OR PROCEEDINGS AS TO ANY CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND RESOLVED IN COURT, SUBJECT TO YOUR AND SPACEGROUND’S RIGHT TO APPEAL THE COURT’S DECISIONS. ALL OTHER CLAIMS WILL BE ARBITRATED.

• b. Arbitration Procedures. Arbitration is less formalthan a lawsuit in court. Arbitration uses a neutral arbitrator instead of ajudge or jury, and court review of an arbitration award is very limited.However, an arbitrator can award the same damages and relief on an individualbasis that a court can award to an individual. An arbitrator should also applythe Terms as a court would. All issues are for the arbitrator to decide, exceptthat issues relating to the interpretation or enforceability of the CLASSACTION WAIVER will be resolved by a court of competent jurisdiction. Other thanissues related to the CLASS ACTION WAIVER, the arbitrator, and not any federal,state, or local court or agency, shall have exclusive authority to resolve anydispute arising out of or relating to the interpretation, applicability,enforceability or formation of this Agreement to Arbitrate, any part of it, orof the Terms including, but not limited to, any claim that all or any part ofthis Agreement to Arbitrate or the Terms is void or voidable.

• The arbitration will be conducted by the AmericanArbitration Association (“AAA”) under its rules and procedures, including theAAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreementto Arbitrate. The AAA’s Supplementary Rules for Class Arbitrations will notapply. The AAA’s rules are available at www.adr.org or by calling the AAA at1-800-778-7879. The use of the word “arbitrator” in this provision shall not beconstrued to prohibit more than one arbitrator from presiding over anarbitration; rather, the AAA’s rules will govern the number of arbitrators thatmay preside over an arbitration conducted under the Agreement to Arbitrate.

• A party whointends to seek arbitration must first send to the other, by certified mail, acompleted form Notice of Dispute (“Notice”), available by contacting us athttps:// www.spaceground.io/contact. A Notice to Spaceground should be sent to200 - 38 Auriga Dr., Ottawa, ON K2E 8A5 or via email to todd@spaceground.io.Spaceground will send any Notice to you to the physical address we have on fileassociated with your Spaceground account; it is your responsibility to keepyour physical address up to date. All information called for in the Notice mustbe provided, including a description of the nature and basis of the claims theparty is asserting and the relief sought.

• If you andSpaceground are unable to resolve the claims described in the Notice within 30days after the Notice is sent, you or Spaceground may initiate arbitrationproceedings. A form for initiating arbitration proceedings is available on theAAA’s website at www.adr.org. In addition to filing this form with the AAA inaccordance with its rules and procedures, the party initiating the arbitrationmust mail a copy of the completed form to the opposing party. You may send acopy to Spaceground at the following address: 200 - 38 Auriga Dr., Ottawa, ONK2E 8A5 attn: TDJ Law. In the event Spaceground initiates arbitration againstyou, it will send a copy of the completed form to any physical address we haveon file associated with your Spaceground account (or your email address if nophysical address is on file). Any settlement offer made by you or Spacegroundshall not be disclosed to the arbitrator.

• The arbitration shall be held in the county in whichyou reside or at another mutually agreed location. If the value of the reliefsought is $10,000 or less, you or Spaceground may elect to have the arbitrationconducted by telephone or based solely on written submissions, which electionshall be binding on you and Spaceground subject to the arbitrator’s discretionto require an in-person hearing if the circumstances warrant. In cases where anin-person hearing is held, you and/or Spaceground may attend by telephone,unless the arbitrator requires otherwise.

• The arbitrator will decide the substance of allclaims in accordance with the laws of the State of Delaware, includingrecognized principles of equity, and will honor all claims of privilegerecognized by law. The arbitrator shall not be bound by rulings in priorarbitrations involving different Spaceground users but is bound by rulings inprior arbitrations involving the same Spaceground user to the extent requiredby applicable law. The arbitrator’s award shall be final and binding, andjudgment on the award rendered by the arbitrator may be entered in any courthaving jurisdiction thereof.

• Costs of Arbitration. Payment of all filing,administration, and arbitrator fees will be governed by the AAA’s rules, unlessotherwise stated in this Agreement to Arbitrate. • Severability. Except for anyof the provisions in the CLASS ACTION WAIVER, if an arbitrator or court decidesthat any part of this Agreement to Arbitrate is invalid or unenforceable, theother parts of this Agreement to Arbitrate shall still apply.

• Opt-OutProcedure. If you are a new user of our Services, you can choose to reject thisAgreement to Arbitrate by notifying us in writing that you opt-out (“Opt-OutNotice”). Your Opt-Out Notice must be postmarked no later than 30 days afterthe date you accept the Terms for the first time. You must mail your Opt-OutNotice to: Spaceground LLC, 200 - 38 Auriga Dr., Ottawa, ON K2E 8A5 attn: TDJLaw.

• Your Opt-OutNotice should state that you opt-out of this Agreement to Arbitrate and provideyour name, address (including street number and address, city, state, and zipcode), phone number and the email address(es) used to log in to the Spacegroundaccount(s) to which the opt-out applies. You must sign and date the Opt-OutNotice for it to be effective. This procedure is the only way you can opt outof the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate,all other parts of the Terms will continue to apply. Opting out of thisAgreement to Arbitrate has no effect on any previous, other, or futurearbitration agreements that you may have with us.

• f. Future Amendments to the Agreement to Arbitrate.Notwithstanding any provision in the User Agreement to the contrary, you and weagree that if we make any amendment to this Agreement to Arbitrate (other thana change to any notice address or website link provided herein) in the future,that amendment shall not apply to any claim that was filed in a legalproceeding between you and Spaceground prior to the effective date of thechange. The amendment shall apply to all other disputes or claims governed bythe Agreement to Arbitrate that have arisen or may arise between you andSpaceground. We will notify you of amendments to this Agreement to Arbitrate byposting the amended terms on http://spaceground.io at least thirty (30) daysbefore the effective date of the amendments and by sending notice via email toyour email address on file with us. If you do not agree to the amended terms,you may close your account within the thirty (30) day period and you will notbe bound by the amended terms.

15. DMCA Notice.

If you’re acopyright owner or an agent of a copyright owner and believe that any UserContent infringes upon your copyrights, you may submit a notification pursuantto the Digital Millennium Copyright Act (“DMCA”) by providing Spaceground’sCopyright Agent with the following information in writing, (pursuant to 17U.S.C. 512(c)(3)):

a. The physicalor electronic signature of a person authorized to act on behalf of the owner ofan exclusive right that is allegedly infringed;

b. Identification of the copyrighted work claimed tohave been infringed, or, if multiple copyrighted works are covered by a singlenotification, a representative list of such works;

c. Identification of the material that is claimed to beinfringing or to be the subject of infringing activity and that is to beremoved or access to which is to be disabled and information reasonablysufficient to permit Spaceground, the service provider, to locate the material;

d. Information reasonably sufficient to permitSpaceground to contact you, such as an address, telephone number, and, if available,an email address;

e. A statement by you that you have a good faith beliefthat use of the material in the manner complained of is not authorized by thecopyright owner, its agent, or the law; and

f. A statement, under penalty of perjury, that theinformation in the notification is accurate that you’re authorized to act onbehalf of the owner of an exclusive right that is allegedly infringed.

You must provide notice of claimed infringement toSpaceground’s designated Copyright Agent at 200 - 38 Auriga Dr., Ottawa, ON K2E8A5, email: todd@spaceground.io. You acknowledge that if you fail to complywith all the requirements of this Section, your DMCA notice may not be valid.

If you believe that your User Content that was removed(or to which access was disabled) is not infringing, or that you have theauthorization from the copyright owner, the copyright owner’s agent, orpursuant to the law, to post and use the material in your User Content, you maysend a counter-notice containing the following information to the CopyrightAgent at the address(es) listed above:

i.                   Your physical or electronic signature;

ii.                 ii. Identification of the User Contentthat has been removed or to which access has been disabled and the location atwhich the User Content appeared before it was removed or disabled;

iii.               iii A statement that you have a goodfaith belief that the User Content was removed or disabled because of mistakeor a misidentification; and

iv.               iv. Your name, address, telephonenumber, and e-mail address, a statement that you consent to the jurisdiction ofthe federal court in Detroit, Michigan, and a statement that you will acceptservice of process from the person who provided notification of the allegedinfringement.

If a counter-notice is received by Spaceground’s CopyrightAgent, Spaceground may send a copy of the counter-notice to the originalcomplaining party informing that person that it may replace the removed UserContent or cease disabling it in ten (10) business days. Unless the copyrightowner files an action seeking a court order against the User Content provider,member or user, the removed User Content may be replaced, or access to itrestored, in ten (10) to fourteen (14) business days or more after receipt ofthe counter-notice, at Spaceground’s sole discretion.

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18. Electronic Communications.

When you use the Services, or send e-mails, textmessages, and other communications from your computer or mobile device to us,you are communicating with us electronically. You consent to receivecommunications from us electronically, such as e-mails, texts, mobile pushnotices, or notices and messages on this site, and you can retain copies ofthese communications for your records. You agree that all agreements, notices,disclosures, and other communications that we provide to you electronicallysatisfy any legal requirement that such communications be in writing. Youfurther agree that any notices provided by us electronically are deemed to begiven and received on the date we transmit any such electronic communication.When signing up for the Services, you will receive a welcome message andinstructions on how to stop receiving messages. By signing up for theServices and providing us with your wireless number, you confirm that you wantSpaceground to send you information that we think may be of interest to you,which may include Spaceground using automated dialing technology to text you atthe wireless number you provided, and you agree to receive communications fromSpaceground, and you represent and warrant that each person you register forthe Services or for whom you provide a wireless phone number has consented toreceive communications from Spaceground. You agree to indemnify and hold Spaceground harmless from and against all claims, liabilities, damages (actualand consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

19. Typographical Errors.

The Sites and the Services could include technical inaccuracies or typographical errors. Spaceground shall have no liability in connection with any such inaccuracies or errors, nor shall Spaceground have any obligation to identify and/or correct any such inaccuracies or errors.

20. Links to Other

Websites. For your convenience, certain hyperlinks maybe provided on the Sites and Services that link to other websites or socialmedia platforms which are not under the control of Spaceground (the “LinkedWebsites”). Spaceground does not endorse or sponsor any Linked Websites and isnot responsible for the availability, accuracy, content, or any other aspect ofthe Linked Websites. Spaceground disclaims all liability for such LinkedWebsites, for all access to and use thereof, and for use of the links to suchLinked Websites. We also disclaim all liability, and make no representations orwarranties, with respect to any products or services made available, sold, orprovided to you by any third-party. Your use of Linked Websites and anypurchases of products or services from such Linked Websites are subject to theterms and conditions of such other websites. You agree that you will bring nosuit or claim against Spaceground arising from or based upon any such use ofany Linked Websites. Hyperlinks to such Linked Websites on the Sites andServices do not imply that: (a) Spaceground is affiliated or associated withany Linked Website; (b) Spaceground is legally authorized to use any trademark,trade name, logo, or copyright symbol displayed in connection with oraccessible through such links; or (c) any Linked Site is authorized to use anytrademark, trade name, logo, or copyright symbol of Spaceground.

21. Your Personal information

Use of yourpersonal information submitted to or via the Site is governed by our PrivacyPolicy. We will only use your personal information in accordance with ourPrivacy Policy. Please take the time to read this carefully, as it indicatesimportant information about how we collect and use personal information.

22. Disclaimer of Third-PartyInformation.

To the extent that any information, material, orfunctionality on the Services is provided by third-party content providers(“Third-party Materials”), Spaceground has no editorial control orresponsibility over such Third-Party Materials. Therefore, any opinions,statements, products, services or other Third-Party Materials are those of theapplicable third-party. Spaceground does not represent or endorse the accuracyor reliability of any opinion, statement or other information provided by anythird-party, or represent or warrant that your use of any Third-Party Materialswill not infringe rights of third parties not owned by or affiliated withCompany.

23. General.

These Terms and all terms and policies posted throughour Services (as each may be revised and amended from time to time according totheir respective terms) constitute the entire agreement between you andSpaceground relating to your use of our Services and supersede all priorunderstandings and agreements parties. You consent to receive notice by emailto the address provided at registration. If any provision of the Terms is heldto be invalid, void, or unenforceable under any circumstances, that provisionshall be deemed severable and shall not affect the validity and enforceabilityof the remaining provisions of the Terms. Any waiver of any provisionscontained in these Terms by Spaceground shall not be deemed to be a waiver ofany other right, term, or provision of these Terms. Any rights not expresslygranted herein are reserved. Spaceground may assign or transfer our rights andobligations under these Terms at any time. You may not assign or transfer yourrights or obligations under these Terms, or any of your rights or obligations,without the prior written consent of Spaceground, which we can refuse in oursole discretion. No agency, partnership, joint venture, employer-employee orfranchisor-franchisee relationship is intended or created by these Terms, youruse of the Services, or the provision of our Services. You may not enter anycontract on our behalf or bind us in any way. These Terms are for your benefitonly, not for the benefit of any third-party except for Spaceground’s permittedsuccessors and assigns. These Terms shall be governed by the laws of the Stateof Delaware, USA, without regard to conflicts of laws provisions, and except asdescribed in Section 14 exclusive venue is in the federal and state courtslocated in Delaware, USA. By using the Spaceground website or acting as a buyeror seller you expressly agree to the governing law and venue provision of theseTerms, irrespective of the state or country in which you reside. The partieseach hereby disclaim the applicability of the United Nations Convention onContracts for the International Sale of Goods.

24. Mobile Applications and In-AppPurchases

You acknowledge and agree that the availability of ourmobile application is dependent on the third party stores from which youdownload the application, e.g., the App Store from Apple or the Android appmarket from Google (each an “App Store”). Each App Store may have its own termsand conditions to which you must agree before downloading mobile applicationsfrom such store, including the specific terms relating to Apple App Store setforth below. You agree to comply with, and your license to use our applicationis conditioned upon your compliance with, such App Store terms and conditions.To the extent such other terms and conditions from such App Store are lessrestrictive than, or otherwise conflict with, the terms and conditions of theseTerms of Use, the more restrictive or conflicting terms and conditions in theseTerms of Use apply.

Through our mobile applications, you may purchase(“In-App Purchase”) certain goods or features designed to enhance the performanceof the Services. When you make an In-App Purchase, you are doing so througheither the Apple iTunes service or the Google Play service and you are agreeingto their respective Terms and Conditions, available athttp://www.apple.com/legal/internet-services/itunes/us/ terms.html andhttp://play.google.com/intl/en_us/about/play-terms.html). Spaceground is not aparty to any In-App Purchase.

25. Apple App Store

These Terms apply to your use of all the Services,including our iOS applications (the “Application”) available via the Apple,Inc. (“Apple”) App Store, but the following additional terms also apply to theApplication:

• Both you and Spaceground acknowledge that the Termsare concluded between you and Spaceground only, and not with Apple, and thatApple is not responsible for the Application or the Content;

• The Application is licensed to you on a limited,non-exclusive, non-transferrable, non sublicensable basis, solely to be used inconnection with the Services for your private, personal, non-commercial use,subject to all the terms and conditions of these Terms as they are applicableto the Services;

• You will only use the Application in connection withan Apple device that you own or control; • You acknowledge and agree that Applehas no obligation whatsoever to furnish any maintenance and support serviceswith respect to the Application;

• In the event of any failure of the Application toconform to any applicable warranty, including those implied by law, you maynotify Apple of such failure; upon notification, Apple’s sole warrantyobligation to you will be to refund to you the purchase price, if any, of theApplication; • You acknowledge and agree that Spaceground, and not Apple, isresponsible for addressing any claims you or any third-party may have inrelation to the Application;

• You acknowledge and agree that, in the event of anythird-party claim that the Application or your possession and use of theApplication infringes that third-party’s intellectual property rights,Spaceground, and not Apple, will be responsible for the investigation, defense,settlement and discharge of any such infringement claim;

• You represent and warrant that you are not located ina country subject to a U.S. Government embargo, or that has been designated bythe U.S. Government as a “terrorist supporting” country, and that you are notlisted on any U.S. Government list of prohibited or restricted parties;

• Both you and Spaceground acknowledge and agree that,in your use of the Application, you will comply with any applicable third-partyterms of agreement which may affect or be affected by such use; and

• Both you andSpaceground acknowledge and agree that Apple and Apple’s subsidiaries are thirdparty beneficiaries of these Terms, and that upon your acceptance of theseTerms, Apple will have the right (and will be deemed to have accepted theright) to enforce these Terms against you as the third-party beneficiaryhereof.

• In the event you use the Application to provide youwith real-time route guidance, YOUR USE OF THIS REAL-TIME ROUTE GUIDANCEAPPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.

26. Ranking information

Buyers can find, bid on and purchase sellers' productson the Sites by browsing through products by product category (for example, sneakers,streetwear, and collectibles), and by entering a specific query in the searchbox available. The main factors Spaceground considers when presenting resultson the Sites' main webpages and product category pages are popular brands(based on views for those brands), popular products (based on views for thoseproducts), new lowest asks (the products with the most recently listed lowestasks) and new highest bids (the products with the most recently listed highestbids). The main factor Spaceground considers when presenting results on theSites' individual brand pages and in response to specific search queries ispopular products (based on views for those products). If a customer is loggedin to their account, there will also be a section presented to the customerwith recommended products based on that customers' clicks on the Sites.

27. Access to data

Spaceground will have access to buyers' and sellers'personal data which it shall use in accordance with Spaceground's PrivacyPolicy, as updated from time to time. Spaceground will also have access tononpersonal data provided by buyers and sellers for the use of the Services orwhich is generated through the provision of those Services. This includes, forexample, information on sellers' products to be displayed for purchase on theSites, information provided by buyers and sellers when creating an account andinformation on all product purchases on the Sites. Spaceground sharesinformation it has access to with third-party service providers to provide the Servicesand improve customer experience. Spaceground will also retain such informationafter a seller deactivates or terminates their account, in accordance withapplicable law.

Sellers will have access to certain data through theironline profile. This includes, for example, detail on their own sales history,including previous asks and bids. Sellers can request access to data about themafter deactivating or terminating their account which Spaceground may be ableto provide, provided that the data is still available, and it is permitted todo so under applicable law. Sellers will not have access to any personal dataprovided by buyers. Sellers will also have access to certain data that ispublicly made available on the Sites. This includes, for example, ask and bidprices, product descriptions and the relative popularity of products sold onthe Sites.

28. NFT Terms

Through the Spaceground Services, you may be permittedto purchase, list, and sell certain rights to digital assets created bySpaceground or its third-party partners that are stored on a digital ledger(“NFTs”). NFTs may take a variety of forms, including, for example, Vault NFTs(as defined below), which are digital tokens that represent ownership ofphysical items. Each Vault NFT is backed by a physical item held inSpaceground’s custody and does not have value beyond that associated with theunderlying physical good. Other types of NFTs (“Experiential NFTs”) may grantthe NFT holder rights to obtain certain additional products, or benefits or toengage in certain experiences, such as unlocking a reward or access to anexclusive sale (collectively, “Experiences”). All NFTs on the Services may besubject to any additional terms provided by Spaceground from time to time(“Additional NFT Terms”). In addition, from time-to-time Spaceground may offerincentives and rewards for users of Spaceground Services generally, but not asa component of the value of any NFT, unless otherwise expressly stated in theapplicable Additional NFT Terms.

The following terms,along with any applicable Additional NFT Terms and FAQs and, if applicable, theVault Terms (collectively, the “NFT Terms”), as well as Spaceground’s Terms andConditions of Use describe your rights and obligations with respect to NFTpurchases. The Vault Terms that apply to Spaceground’s Vault NFTs (definedbelow) can be found in Section 29.

• Ownership. The NFTs will be minted by Spaceground onthe blockchain specified in the applicable Additional NFT Terms, and storedwithin a Spaceground custodial wallet, which will be managed by Spaceground.This means Spaceground maintains custody of all NFTs on behalf of the NFTowners while they are traded on the Spaceground platform, and NFTs cannot betransferred to external crypto wallets. When you purchase an NFT on theSpaceground platform, your rights as an owner are limited by and subject to therights set forth in the NFT License described in Section iii below.

• Buying & Selling NFTs. Spaceground or itsthird-party partner(s) will list, or “drop,” new NFTs on the Spaceground livemarketplace, where users can then purchase and resell the NFTs exclusively onthe Services. Upon purchasing an NFT, that NFT will appear in your Spacegroundportfolio. As Spaceground retains custody of the NFTs, you will not see arecord of your purchases or sales of an NFT on the blockchain ledger; however,Spaceground maintains an internal ledger to track ownership of NFTs. Subject tothe NFT License below, you may resell NFTs on the Spaceground platform,provided that any subsequent purchase of your NFT (“Secondary Sale”) will alsobe subject to these NFT Terms and the Spaceground Terms and Conditions of Use.Immediately following any Secondary Sale, the NFT will no longer appear in yourportfolio, and any associated licenses or other rights provided under these NFTTerms or by Spaceground will terminate. All NFT purchases are final and thereare no returns for NFTs, or other digital products purchased on the Spacegroundplatform. Your purchase of, and any Secondary Sale of, an NFT is subject toyour agreeing to these NFT Terms and the Spaceground Terms and Conditions ofUse. Please note that Spaceground, in its sole discretion, may restrict howNFTs function on the Service, including limiting NFTs to certain portions ofthe Service, the payment methods you may use to acquire NFTs, and thejurisdictions in which NFTs may be bought and sold. Please see the FAQs foradditional details.

3. Removal of an NFT from an Owner’s Portfolio.

• Expiration of Experiential NFTs. In the case of Experiential NFTs which grant holders rights to certain Experiences (as opposed to Vault NFTs or certain other types of NFTs), per the applicable AdditionalNFT Terms, Spaceground may automatically redeem such Experiential NFTs inexchange for your receipt of or participation in the applicable Experience or following the expiration of the Experience (e.g., if Spaceground drops an NFT granting holders access to a “meet and greet” with an artist (i.e., the Experience), Spaceground may automatically redeem such NFT when the holderattends the applicable event or at the completion of the event), at its solediscretion, in which case Spaceground may remove the Experiential NFT from your portfolio and you will cease to own the Experiential NFT. For the avoidance of doubt, the Additional NFT Terms will expressly set forth when the applicableNFT is an Experiential NFT that contains an Experience that may trigger automatic redemption, and Vault NFTs (discussed below) are not Experiential NFTs and do not contain an Experience that would give rise to automaticredemption.

• Other Instances of Removal. In addition to the above, Spaceground will also remove or transfer an NFT from your portfolio in the following instances:

• Spaceground will transfer the NFT from your portfolio when you sell the applicable NFT; and

• Spaceground will remove the applicable Vault NFT in exchange for the associated product stored in the Spaceground Vault when the Vault NFT holder requests for the associated product to be sent to them (also known as "redemption").

Please refer to the fine print in the Product Details> Product Description section of a product page for any Additional NFT Termsapplicable to a particular NFT. In these Additional NFT Terms, Spaceground willexpressly set forth when an NFT is subject to redemption or removal from yourportfolio.

• NFT License. Subject to your complete and ongoingcompliance with these NFT Terms and the Spaceground Terms and Conditions ofUse, Spaceground grants you a limited, non-exclusive, non-transferable (exceptin connection with a Secondary Sale), non-sublicensable, revocable license to(a) resell, solely on the Services, any NFT you purchase, (b) hold the NFTuntil it may be used or redeemed for its intended purpose, as decided bySpaceground in its sole discretion, and (c) use any intellectual property (orrelated intellectual property rights) included in the NFT (“NFT IP”) solely asexpressly permitted by the NFT Terms. For clarity, except for the foregoinglicense, neither your purchase of an NFT nor these NFT Terms grant you anyother license or rights to any NFT or NFT IP.

• License and Use Restrictions. Except as expressly setforth in Additional NFT Terms and except and solely to the extent such arestriction is impermissible under applicable law, you agree that you will not:• Profit from, otherwise commercialize, or license the NFT or NFT IP, includingin connection with the marketing, advertising, or selling of any third-partyproduct, except as part of a Secondary Sale;

• Use the Services, including any NFTs, to engage inprice manipulation, fraud, or other deceptive, misleading, or manipulativeactivity;

• Modify the NFT or NFT IP in any way or combine theNFT or NFT IP with, or embed the NFT or NFT IP into, any digital or othercontent or media (for avoidance of doubt, except in the case of Vault NFTs,this does not restrict you from using the NFT image as your profile picture oravatar so long as you own the NFT, but you may not modify or change the image);

• Use the NFT or NFT IP in any manner which infringesupon the intellectual property rights of any person or entity;

• Use the NFT in connection with or to promote anyillegal activity, hate speech, violence, inappropriate or obscene content, orin any other manner which could tarnish or harm the reputation of Spacegroundand its affiliates, or any third-party whose name, brand, image, or likeness isrepresented by the NFT; • Remove or attempt to remove the NFT from theSpaceground platform;

• Sell, transfer, or otherwise dispose of anExperience, where applicable, separately from the associated Experiential NFT;

• Encourage orpermit any third-party to do any of the foregoing.

• NFT Fees. As set forth in the FAQs, you may berequired to pay certain fees when buying or selling NFTs (“NFT Fees”).

• NFT Anti-Fraud Measures and Payout Delay. Please notethat, for Spaceground to effectively run anti-fraud checks and other relateddiligence on NFT transactions, payouts associated with Secondary Sales may besubject to a delay. You may also be subject to additional know-your customerrestrictions based on your payment or payout methods. In addition to the otherremedies set forth in these NFT Terms, in the event Spaceground believes, inits sole discretion, that fraud has occurred in conjunction with a SecondarySale, Spaceground may (i) withhold the payout and/or remit the payout to theseller, (ii) freeze, seize, or reclaim an NFT, (iii) freeze or terminate youraccount, and (iv) take any additional actions as Spaceground deems necessary inits sole discretion. Please see the FAQs for additional details.

• Royalties.NFTs may provide creators and artists the opportunity to financially benefitfrom their work via royalty fees. Spaceground, in its sole discretion, mayincorporate a royalty fee structure into NFTs such that, for example, apercentage of each sale of an NFT is remitted to a third-party partner whocontributed to the creation of the NFT or the NFT edition. The royalty feestructure, if any, for an NFT will be described in the applicable AdditionalNFT Terms.

• Valuation of NFTs and Assumption of Risk. The prices and value of NFTs, including those of Vault NFTs which are tied to the prices of their underlying physical goods, are volatile and subjective. NFTs and similar digital assets have no inherent or intrinsic value. Spaceground does not and cannot guarantee that any NFTs purchased or acquired by you will retain their original value or have any particular value. You agree to assume all risk associated with the use and value of NFTs. You also acknowledge and agree that Spaceground may engage in actions that may impact the perceived value or acquired price of NFTs at any time, except as prohibited by applicable law.

• No Investment Advice. Spaceground does not provideinvestment, tax, or legal advice, nor does Spaceground broker NFT trades ortrading in any other assets traded on the Service on your behalf. All transfersof NFTs or any other assets traded on the Service are based on the parametersof your instructions via the Services, and you are solely responsible fordetermining whether any NFT purchase, investment strategy or relatedtransaction is appropriate for you based on your personal investmentobjectives, financial circumstances, and risk tolerance. You should consultyour legal or tax professional regarding your specific situation. Theinformation provided via the Services or through any of Spaceground’sthird-party service providers does not constitute investment advice, financialadvice, trading advice, or any other sort of advice, and you should not treatany such content as such. Spaceground does not recommend that any NFTs, or anyother assets traded on the Service, should be bought, earned, sold, or held byyou. Before making the decision to buy, sell or hold any NFTs, you shouldconduct your own due diligence and consult your financial advisors beforemaking any investment decision. Spaceground will not be held responsible forthe decisions you make to buy, sell, or hold NFTs or any other assets on theService.

• NFTs DISCLAIMERS.NFTS ARE INTANGIBLE VIRTUAL ASSETS THAT EXIST BY VIRTUE OF THE OWNERSHIP RECORDMAINTAINED IN THE BLOCKCHAIN AND/OR MAINTAINED BY SPACEGROUND IN A PRIVATELEDGER OR DATABASE. SPACEGROUND AND ITS THIRD-PARTY SERVICE PROVIDERS MAKE NOPROMISES OR GUARANTEES WITH RESPECT TO ANY BLOCKCHAIN OR SMART CONTRACTS. YOUAGREE THAT SPACEGROUND AND ITS THIRD-PARTY SERVICE PROVIDERS ARE NOTRESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR ANY ISSUES OR LOSSES RELATED TOANY BLOCKCHAIN, ANY DIGITAL WALLETS, OR SMART CONTRACTS.

• Regulatory Disclaimers. The laws and regulations governing non-fungible tokens, blockchain technologies, and crypto currencies are rapidly evolving. Changes in such laws or regulations may impact our ability to provide the Services, including NFTs.

• Protecting Your Account. You assume allresponsibility for maintaining the security of your account and accountpassword. Spaceground has no responsibility, and will not be liable in any way,for anything done via your account or using your password (including anyunauthorized uses by third parties), such as the sale or transfer or yourpurchased NFTs.

29. Vault Terms

Spaceground may offer certain NFTs (“Vault NFTs”) thatrepresent ownership of physical goods (“Stored Items”) that Spaceground storesin a Spaceground facility (“Vault Services”). When you purchase a Vault NFT,you own the Vault NFT you purchased and the Stored Item it corresponds to, andyou automatically make use of the Vault Services. To use the Vault Services andown a Stored Item, you must purchase the Vault NFT that corresponds to theapplicable Stored Item. Note (i) a Vault NFT has no value beyond that of theassociated Stored Item, and (ii) the Vault Services are currently provided atno additional cost; however, you may be required to pay additional fees if youelect to have a Stored Item shipped to you or if you use the Vault Servicesbeyond a certain amount of time, as further described below. If you purchase aVault NFT and thereby make use of the Vault Services, the following terms alsoapply (the “Vault Terms”). The Vault Terms are in addition to, and supplement,the Spaceground Terms and Conditions of Use. In the event the Vault Termsconflict with any other portion of the Spaceground Terms and Conditions of Use,the Vault Terms will control.

• Ownership. Subject to your complete and ongoingcompliance with these Vault Terms, you retain sole ownership of Stored Items solong as they are stored in a Spaceground facility and you own the associatedVault NFTs. Notwithstanding, if you sell a Vault NFT via the Spacegroundplatform, ownership of that Vault NFT and the associated Stored Item willtransfer to the new buyer. You agree that you will not attempt to sell a StoredItem to a buyer other than by selling the associated Vault NFT via theSpaceground platform. Alternatively, you may notify Spaceground and elect tohave a Stored Item shipped to you, thereby enabling you to sell the formerlyStored Item to a buyer other than via the Spaceground platform. Upon electingto have a Stored Item delivered, you cease to make use of the Vault Servicesand the corresponding Vault NFT will be permanently removed from your portfolioand from circulation. For the avoidance of doubt, Vault NFTs are notExperiential NFTs and do not contain an Experience that would give rise toautomatic redemption, and Vault NFTs do not have an expiration date. A VaultNFT is only removed from your portfolio once it is redeemed for the associatedproduct or sold to another buyer.

• Storage. AStored Item will continue to be stored in a Spaceground Facility (“Vaulted”)until such time that you elect to have the Stored Item shipped to you. So longas a Stored Item is Vaulted, Spaceground will store, secure, and protect theStored Item in such a manner as to protect it from damage, loss, or theft,using a commercially reasonable degree of care.

• Fees. Through January 31, 2023, the Vault Serviceswill be provided free of charge until and unless you elect to have Stored Itemsshipped to you or you sell them to another buyer via the Spaceground platform.Beginning February 1, 2023, Spaceground will charge you a monthly fee for theprovision of the Vault Services equal to .15% of the value of each Stored Itemthat you own, with a minimum monthly charge of ten (10¢) cents for each tradingcard and one ($1) for each pair of sneakers or other Stored Item. In the eventyou elect to have Stored Items shipped to you, you will pay the withdrawalfees, shipping costs and associated sales tax as set forth in these Vault Termsand the FAQs, as applicable. Note that Spaceground may charge you additionalfees in the future for using the Vault Services beyond a certain amount oftime, which will be notified to you in the FAQs. If such additional fees areintroduced, you will have an opportunity to receive shipment of your StoredItems before such fees will apply.

• Delivery. In the event you elect to have a StoredItem shipped to you, you will pay all applicable shipping fees, withdrawal feesand sales tax as set forth in these Vault Terms and the FAQs. You may elect tohave Stored Items shipped to you at any time following March 1, 2022, bysubmitting a Redemption Request form, located in the FAQs. Please note thatdelivery may take as long as forty-five (45) days in certain cases, andSpaceground will not be liable to you for any delay in delivery. Upon electingto have the Stored Items delivered, the corresponding Vault NFT will bepermanently removed from your portfolio and from circulation.

• Shipping Address. Upon purchasing a Vault NFT, youmust update and maintain on your account accurate shipping address details.Spaceground will not be responsible for any delay, failure or inability totransfer a Stored Item due to any reason out of Spaceground’s control,including your failure to comply with these Vault Terms or the Terms andConditions of Use.

• Termination of Vault Services. Spaceground may chooseto stop offering the Vault Services for any reason or no reason at any timeupon thirty (30) days’ notice to you, in which event Spaceground will deliverthe Stored Items to you at the address listed on your account, or to adifferent address if provided by you in writing within ten (10) days ofSpaceground’s notice of termination of the Vault Services. In the eventSpaceground terminates the Vault Services, Spaceground will not be liable toyou. If Spaceground is unable to ship a Stored Item to you because yourshipping details are incorrect or out of date, or you refuse to accept deliveryof a Stored Item, Spaceground will consider the Stored Item abandoned afterthirty (30) days and may charge you Spaceground’s reasonable expenses incurreddue to such refusal to accept delivery.

• VAULT NFTs DISCLAIMERS. THE PURPOSE OF VAULT NFTS ISSOLELY TO TRACK THE OWNERSHIP AND TRANSACTIONS IN CONNECTION WITH THEASSOCIATED PRODUCTS. THE ASSOCIATED PRODUCT IS SUBJECT TO SPACEGROUND’S OWNAUTHENTICATION PROCESS. VAULT NFTS ARE NOT AFFILIATED OR ASSOCIATED WITH,SPONSORED BY, OR OFFICIALLY CONNECTED TO ANY THIRD-PARTY BRAND OR ANY BRANDSUBSIDIARIES OR AFFILIATES. ANY THIRD-PARTY BRAND NAMES, USE AND TRADEMARKSUSED IN A VAULT NFT ARE ALL THE PROPERTY OF THE APPLICABLE THIRD-PARTY BRANDOWNER AND ARE USED IN THE VAULT NFT SOLELY TO REFER TO THE PHYSICAL PRODUCT TOWHICH THE VAULT NFT CORRESPONDS. FOR MORE INFORMATION ON OFFICIAL BRANDPRODUCTS, PLEASE VISIT THE APPLICABLE BRAND’S WEBSITE.

30. Governing Law and Jurisdiction

This Agreement and any disputes or claims arising out of or in connection with it, its subject matter, or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles.

You and Spaceground hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, United States of America, to resolve any disputes, claims, or actions arising out of or in connection with this Agreement, the Services, or your use thereof. You agree not to initiate or participate in any legal action or proceeding against Spaceground in any jurisdiction other than the State of Delaware, United States of America. You expressly waive any objections or defenses based on lack of personal jurisdiction, improper venue, or forum non conveniens in any such action or proceeding. By using the Services, you agree that the provisions of this Governing Law and Jurisdiction section will survive any termination or expiration of this Agreement or your use of the Services.

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