Terms + Conditions

Last Updated: June 21, 2022

  1. INTRODUCTION AND SUMMARY

Welcome to Totem, owned and operated by Totem Ecosystems Ltd. (“Totem,” “Company,” “we,” “us,” or “our”).  The Terms of Service (“Terms”) contained in this Agreement (“Agreement”), which include and hereby incorporate our Privacy Policy (“Privacy Policy”) and Cookie Policy (“Cookie Policy”), are a legal agreement between Totem and Affiliated Parties and you ("User,” “you," or “your”). This Agreement, which you represent and warrant has been read understood in its entirety by you, governs the use of the Company’s software, technologies, tools, services, products, features, functions, transactions, and experiences including, but not limited to, viewing, exploring, creating digital assets, engaging in transactions, and interacting with our web, mobile and other properties and our community of users (“Offerings”). Be aware that this Agreement constitutes a legally binding agreement between you and Company which owns and operates the Internet website at Totem.Earth,  totem.earth, xela.earth, siku.earth, and/or obtainable.io (the “Sites”) and also anticipates launching mobile applications, a metaverse, and other services (collectively the "Services"). 

Totem is not a wallet provider, exchange, broker, financial institution, or creditor. Totem provides, among other Offerings, peer-to-peer web3 services that help users to directly interact with each other, and mint, sell and transfer Digital Assets (including NFTs and any cryptographic tokens and digital artwork, content and/or media that resides on the blockchain).  We only provide the interface for users to mint Digital Assets and the smart contracts for the sale and transfer of Digital Assets.  The sale and transfer of Digital Assets is a peer-to-peer transaction, and we are not responsible for the content and integrity of the transaction as we do not have custody or control over the Digital Assets, NFTs or blockchains or persons you are interacting with and we do not execute or effectuate purchases, transfers, or sales of Digital Assets.  We also do not provide a proprietary digital wallet. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains. Totem is not a party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of the persons and the Digital Assets that you purchase from third-party sellers using the Services.  We make no claims about the identity, legitimacy, functionality, or authenticity of users, Digital Assets (and any content associated with such Digital Assets).  

By using the Services, Offerings and/or clicking the “I accept” checkbox, you agree to all the terms and conditions set forth in this Agreement, including our Privacy Policy, and Cookie Policy, (collectively our “Policies”), which are incorporated herein by reference. .  As used throughout this Agreement, “Digital Asset” means any digital asset (including a virtual currency or token, NFT, or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network whether in existence currently or to be invented.

If you are entering into this Agreement on behalf of your employer or another person (including entities), you represent and warrant that: (i) you have full legal authority to bind your employer or such person to this Agreement; (ii) you have read completely and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party you represent. Please note that if you sign up for an account using an email address from your employer or another person, then you will be deemed to represent that party, and your acceptance of this Agreement and/or our Services and Offerings, will bind your employer or that party to these Terms, and the words “User,” “you," and “your” “will refer to your employer or that party.

This Agreement is effective as of the date you first click “I accept” or use the Services and/or Offerings of the Company. These Terms do not have to be signed in order to be binding. The Company reserves the right to add, update, modify, edit and/or delete this Agreement and any of our Policies (“Revisions”) which Revisions may done in our discretion for reasons that include, but are not limited to, complying with changes to the law or reflecting enhancements to our Offerings.  Revisions will be posted and be made without notice to you.  The Revisions will not apply retroactively, but will take effect upon posting.  Continued use of the Services and Offerings shall be deemed acceptance of the Revisions. It is your obligation to regularly review this Agreement and any Revisions thereto, and if you do not agree with any Revisions, your sole and exclusive remedy is to terminate your use of the Services and close your account.

The Company, its subsidiaries, parent companies, affiliated entities, and parties with whom the Company is in a contractual relationship, and each of their past, present and future directors, officers, employees, agents, Sellers, equity holders, contractors, advisors, members, the DAO, their suppliers, vendors, licensors, predecessors, successors and/or assigns (collectively referred to as the “Affiliated Parties”) disclaim all liabilities to you as contained in this Agreement and as consideration for using the Services and Offerings of Company and its Affiliated Parties, you will agree to the provisions contained in this Agreement releasing, waiving, defending, indemnifying and holding harmless Company and its Affiliated Parties from any and all damages, claims, actions, proceedings, judgments, settlements, awards, and other liabilities from any and all causes directly or indirectly relating to your use of the Services and Offerings.

PLEASE BE AWARE THIS AGREEMENT CONTAINS PROVISIONS GOVERNING DISPUTE RESOLUTION BETWEEN YOU AND THE COMPANY AND INCLUDES PROVISIONS, SUBJECT TO SOME STATED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  THIS AGREEMENT ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ THESE PROVISIONS CAREFULLY.

  1. USE OF THE SERVICES 

  1. The Services currently provide technology including a social platform, chat, a Distributed Autonomous Organization (“DAO”), Totem XR, including metaverse and play-to-earn mechanics, staking Digital Assets for APY, and a blockchain enabled marketplace with web3 tools. The Services may allow you to participate in public and private chat rooms and to utilize messaging features to communicate with other users of the Service. The Services may also allow you to access certain software, content, services, products and/or Digital Assets that are available to purchase directly from third parties using the Services and/or the Company. 

  1. Subject to your compliance with the terms and conditions of this Agreement, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-commercial, and personal license to use and access the Services and Offerings. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by the Company or its licensors, except for the permissions and rights expressly granted in this Agreement.  Any and all licenses, rights, permissions and accounts can be terminated, canceled, or suspended by the Company at any time in its sole discretion without notice.

  1. You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you have not been identified as a Specially Designated National or placed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.

  1. The Company reserves the right to modify or discontinue, temporarily or permanently, the Services and Offerings (or any part thereof) with or without notice. The Company reserves the right to refuse you or any user access to the Services without notice for any reason, including but not limited to a violation of the terms and conditions of this Agreement. If you violate this Agreement, the Company reserves the right to issue you a warning regarding the violation or immediately terminate or suspend any or all Accounts you have created using the Services and Offerings and prevent you from opening new Accounts. You agree that the Company need not provide you notice before terminating or suspending your Account(s), but it may do so.  You further agree as follows:

  1. We may change or replace the terms and conditions of this Agreement, the Services and/or the Offerings at any time for any reason in our sole discretion, but especially to reflect changed or added functionality, for compliance with law, for reasonable commercial reasons, or otherwise to protect our legitimate interests.  

  1. It is your responsibility to check these terms of service from time to time for any changes. If you do not agree with any of the changes to these terms of service, it is your responsibility and sole remedy to stop using our Services and Offerings and cancel your Account.

  1. Your continued use of our Services and Offering will be deemed as your acceptance of any changes to this Agreement.

  1. You acknowledge that our Services, Offerings and functionality are constantly evolving, and we may change parts of our Services and Offerings at any time, in our sole discretion, without notice or consent from you. 

  1. You are responsible for providing the computer,tablets, mobile, or other device, along with the wireless service plan, software, Internet connections, and/or other equipment or services that you need to download, install, connect to, and/or use the Services. We do not guarantee that the Services can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or Service will be available in any particular geographic location.  We have no responsibility for complying with the terms and conditions of use and privacy policies imposed upon you by third party providers of devices, applications, connectivity and other equipment and services you require to use our Services (“Third Party Providers”), and that said Third Party Providers have no responsibility to conform with the terms and conditions contained in this Agreement, unless such Third Party Providers also are in privity with this Agreement and use our Services.

  1. ACCOUNTS

  1. You must create an account to use the Services and Offerings: To access or use Totem.earth, and all other affiliated domains and subdomains, you must create an account with us. When you create this account you must provide accurate and up-to-date  and truthful information. It is important that you maintain and update your details and any other information that you provide to us.  

  1. Age Eligibility: Eligibility to use the Services and Offerings of Company, require that you are at least 18 years of age.  You are responsible for ensuring that at all times you are at least 18 years old.

  1. Jurisdiction.  You may only open an account and utilize the Services and Offerings of Company in jurisdictions where such use and access is allowed by law.  If it is determined that your country of citizenship or residence prohibits the Services and Offerings of Company, your account will be deemed void from inception and terminated upon our becoming aware of the jurisdictional prohibition or constraints.

  1. You must choose an appropriate username: You may not use, as a username, the name of another person (for example, the name of well-known personalities or a name to which you have no connection), brand, or entity, a name that is not lawfully available for use, or a trade name that is subject to any rights of another person or entity, or a name that is offensive, vulgar, or obscene. In the event that issues arise over the use of particular usernames, for example where another person claims that your username appropriates their name, we will consider the circumstances and may require you to change your username (and we may then reassign your username). If we have asked you to do this and you refuse, we may suspend or cancel your user Account. Importantly, and without impacting the above, we do not permit ‘domain squatting’ or ‘domain parking’ or similar, and we may reclaim and reallocate usernames that we reasonably believe have been created for these purposes. You can raise any concerns with us relating to usernames by contacting us at support@totem.earth.  You can also obtain support resources and FAQs at https://help.Totem.earth

  1. You must provide full and truthful information about your identity. By creating your Account you agree, represent and warrant that you have created your Account only for your own personal use and not on behalf of any third party, unless you have obtained prior written approval from the Company. We may, in our sole discretion, refuse to open any Account.  If you desire to open an account and we believe that additional information is required, we may ask for proof of identity, compliance with AML and KYC requirements, and other actions and documents to prove your identity (i.e., passport, government issued identification or driver’s license, and a photograph of yourself from a webcam or mobile phone), and information including your legal name, date of birth, physical address, tax identification number, source of funds, employment information, and income information.

  1. You must maintain your digital wallet, seed phrase, password and other confidential account security information (“Security Information”): You agree not to disclose your Security Information to any third party, and you are responsible for safeguarding the Security Information and digital wallet that you use. You will be fully responsible for activities that relate to your account or your Security Information. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

  1. Your responsibilities regarding the use of your account: You must not use your user account or allow it to be used in a way which may (in our opinion) causes damage to or impairs the reputation of the Affiliated Parties, infringes or violates any third party rights, or violates any applicable laws or regulations. You agree to be responsible for all actions taken using your account, whether authorized by you or not, until you either close your account, your account is suspended or terminated by us, or notify us that your account has been compromised.  

  1. Account removal, suspension and/or termination by Company. The Company may restrict, suspend, hide, or close your account and refuse you further access to any Services and Offerings as the Company may decide in its sole discretion for any reason or no reason, which may include, but is in no manner limited a believed violation of its Policies and the Terms of this Agreement, including but not limited to, copyright infringement, inappropriate content or conduct, illegal activity, violation of cybersecurity and/or privacy measures, or if the company reasonably believes that you’ve breached this Agreement and/or our Policies. Both you and Company agree to notify the other of any legal claims for which you might have to indemnify the Company as soon as possible, but in no event more than seven (7) days after receipt of notice of such claim. If the Company fails to notify you of a legal claim promptly, you won’t have to indemnify the Company for damages that you could have defended against or mitigated with prompt notice. You agree to allow the Company to control investigation, defense, and settlement of legal claims for which you would have to indemnify Filmio, and to cooperate with those efforts.  The Company agrees not to agree to any settlement that admits fault for you or imposes obligations on you without your prior agreement.

  1. Account termination: You may choose to stop using the Services or Offerings and terminate your account at any time by going to your account settings online and selecting “Delete Account” or by sending an email to support@Totem.earth.  If you are terminating for reason of attempting to gain a refund or return, you will be required to email support@Totem.earth and we will determine, in our discretion, whether or not your request for a return or refund is merited. 

  1. Communications.  By creating an Account, you consent to receive electronic communications from us, including, but not limited to, via email, push notification, text messages, or other types of communications and notifications (“Communications”). These Communications may include notices about our Services, Offerings, transactions, and your Account, and are part of your relationship with us. We may also send you promotional Communications we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Service and you may opt out of these Communications through the Services or, if available, through your device’s operating system (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided.

  1. USER CONDUCT.  You agree to use the Services in a manner that complies with the terms and conditions (“Terms”) of this Agreement not to (and not attempt to) use the Services or Offerings for any use or purpose other than as expressly permitted by this Agreement.  You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Services. You also agree that you will not: 

  1. Copy, adapt, modify, distribute, license, sell, transfer, publicly display or perform, transmit, stream, broadcast the contents from our Services and properties; 
  2. Attempt to discover any source code, reverse engineer, decompile, duplicate, disassemble, decode prepare derivative works from or based upon, and/or otherwise exploit, the Services or any portion of the Services, or limit access to any service, area, or code of the Services;
  3. Disguise the source of materials or other information you submit to the Services or use tools which anonymize your internet protocol address (e.g., anonymous proxy) to access the Services or Site;
  4. Interfere with or circumvent any security feature or any feature that restricts or enforces limitations on use of, or access to, the Services, Digital Assets, or Content.
  5. Probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures of the Services, or interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, transmitting viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms, or any other malicious or invasive code or program or uploading or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, web bugs, cookies or other similar devices, use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality, or overloading, flooding, spamming, mail-bombing,  or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
  6. Use or attempt to use another user’s Account without authorization from such user, pose as, or impersonate, another person or entity, claim a username for the purpose of reselling it or otherwise engage in name squatting, or reveal any personal information about another individual, including another person’s address, phone number, e-mail address, credit card number, or any information that may be used to locate, contact or impersonate that individual; attempt to impersonate any other party; create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications;
  7. Access the Services from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Services, unless you have our written permission first;
  8. Create or transmit unwanted electronic communications such as “spam,” to other users or members of the Services e, or otherwise interfere with other users’ or members’ enjoyment of the Services, or  forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive, or false source-identifying information; or distribute spam, including through sending unwanted Content to other users;
  9. Use the Services in any manner that could damage, disable, overburden, or impair the functioning of the Services; 
  10. Bypass or ignore instructions that control access to the Services, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to our websites, applications and properties;
  11. Sell or resell the Services, Digital Assets or content belonging to the Company, or attempt to circumvent any of our verification, payment, fee and other systems;
  12. Engage in behaviors that have the intention or the effect of artificially causing any Digital Assets, NFTs, or other content to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics used to sort search results;
  13. Use the Services or data collected from our Services for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
  14. Use the Services for money laundering, terrorist financing, or other illicit finance, or use the Services to facilitate transactions involving countries or individuals sanctioned by the government of the United States, or located in sanctioned countries;
  15. Use the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments;
  16. Use the Services to create, sell, or buy NFTs, Digital Assets, or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments, or use the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments;
  17. Use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
  18. Use the Services to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
  19. Infringe or violate the intellectual property, contract, or any other rights of others;
  20. Create or display content or other items that promote suicide or self-harm, incites hate or violence against others, or doxes another individual;
  21. Use the Services for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates this Agreement;
  22. Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or make improper use of the Company’s support services or submit false reports of abuse or misconduct;
  23. Engage in activities, communications and behaviors to other Users or the Company using the Services that (i) contain any offensive comments based on a person’s age, color, race, national origin, gender identity, sexual preference, or disability, (ii) is unlawful, hateful, racist, libelous, defamatory, harassing, intimidating, mocking, disparaging, profane, obscene, indecent, pornographic, sexual or otherwise objectionable, (iii) that promote or incentivize violence, illegal activities, or abuse, (iv) trick, defraud, deceive or mislead the Company or other users, especially in any attempt to learn sensitive information, (v) create or display content or other items that promote suicide or self-harm, incites hate or violence against others, or doxes another individual; (vi) that uses the Services for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or (vii) encouraging or promoting any activity that violates this Agreement.
  1. OWNERSHIP OF RIGHTS TO INTELLECTUAL PROPERTY, SERVICES, OFFERINGS, CONTENT AND DATA  

The Company owns all rights, title, and interest in and to its technology, brand name, trademark, slogans, trade secrets and other proprietary property including, but not limited to, its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), it’s logo, all designs, text, graphics, visual content, pictures, data, software, code, UIUX, audio files, other files and the selection and arrangement thereof (“IP”). Nothing contained herein shall be construed to transfer any ownership, rights, title or interest in and to our IP. With regard to our ownership of the IP and our use of, and rights in, your content, you agree as follows:

  1. We honor your privacy and rights to your profile, data, content and Digital Assets.  Please see our privacy policy.  You hereby grant the Company a non-exclusive, perpetual, worldwide, royalty-free, sublicensable and transferable license and rights to publish your content, name, likeness, voice, Digital Assets and other information you may post, share, and upload on the Company’s websites, applications, Services and Offerings until such time as your account is terminated.  Because websites, Internet, mobile applications and blockchain applications are searchable, you agree to release, indemnify and hold us harmless of any content, data, Digital Assets and information that is historically recorded and published after the date of termination of your Account, or removal from our Services and/or Offerings. 

  1. You may not copy, imitate or use, in whole or in part, without our prior written permission in each instance, any of our IP. You may not use any metatags or other “hidden text” utilizing our brand names or any other name, trademark or product or service name of the Company or our Affiliated Parties or licensors without our prior written permission. 

  1. All other third-party trademarks, registered trademarks, and product names mentioned on the Services or contained in the content linked to or associated with any Digital Assets, including but not limited to NFTs, displayed on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by the Company.  All Digital Assets and content are subject to the terms and conditions of the smart contracts or other agreements related to such Digital Assets and content, including those provided by the Company and/or third parties, as may be applicable. 

  1. THIRD-PARTY CONTENT AND SERVICES

  1. As part of our Offerings, the Company provides web3 tools that enable social interaction, community building, peer-to-peer transactions, and a marketplace for our members to purchase and exchange Digital Assets. The Company does not make any representations or warranties about, or endorse, any third-party content visible through our Services and Offerings, including any content associated with NFTs displayed on the Services.  The Company also doesn’t make any representations, warranties, endorsement or guarantees about the character or honesty of any person offering Digital Assets, NFTs, tokens, services or products on the Company’s Services.  You bear full responsibility for verifying the legitimacy, authenticity, and legality of all Digital Assets, NFTs, products, services, and tokens offered on the Company’s Services, as well as the persons who make such offers. We also cannot guarantee that any NFTs visible on our Services will always remain visible and/or available to be bought, sold, or transferred. 

  1. Digital Assets, NFTs, tokens, services, and products offered on our Services may be subject to terms directly between buyers and sellers that differ from the terms and conditions contained in this Agreement. The Company is not a party to any such third party terms and conditions and you are entirely responsible for reviewing, communicating, promulgating, agreeing to, and enforcing any third party terms you impose or that are being imposed upon you. 

  1. The Services may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of the Company, and may open other applications for which no recourse is possible. The Company is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. The Company provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You assume all risk in using any and all Third-Party Websites, Third-Party Applications, and Third-Party Materials.

 

  1. PUBLICLY SUBMITTED MATERIALS AND LICENSE TO US

  1. Any information that you deem confidential, secret, proprietary or otherwise private that is submitted through the Applications or any medium of exchange, whether known or unknown, existing or later invented, including without limitation, websites, mobile applications, email, text, uploads and/or downloads (“Mediums”) is your responsibility to keep confidential, secret, proprietary and private.  Any content, including without limitation, Digital Assets, NFTs, information, photos, videos, writing, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques, name, likeness, image, links to pages, links to websites, links to mobile applications or other materials, social media, profiles, as well as all communications, transmissions, posts and contributions (“Content”) made via any medium, including, but not limited to, chat rooms, message boards, forums, survey responses, email, links, shares, forwards and/or our web logs that you send, upload, download, post, transmit, communicate, share and/or submit (“Mediums”) using any Medium will be deemed not to be confidential, private or secret, and may be used by us in any manner consistent with the Privacy Policy governing the use of such information (“Publicly Submitted Materials”).  

 

  1. By submitting, transmitting, or sending, in any Medium, Publicly Submitted Materials to us, you: (i) represent and warrant that the Publicly Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Publicly Submitted Materials have been waived, or that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material; and (ii) that you are 18 years of age or older, You grant us and our Affiliated Parties a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publish, perform, display, sell, assign, license, sublicense and incorporate in other works any Publicly Submitted Materials (in whole or in part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes. We cannot be responsible for maintaining any Publicly Submitted Material that you provide to us, and we may delete or destroy any such Publicly Submitted Material at any time. Also, in connection with the exercise of such rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, public key, wallet address, or other identifier, as we deem appropriate. The rights granted to the Company herein by you also provide us all rights to remove, erase, delete any and all Publicly Submitted Materials in our sole discretion without notice, if we deem the Publicly Submitted Materials to be dangerous or inconsistent with the content we deem appropriate on our Applications.  There is also no obligation by us to display or publish any Publicly Submitted Materials.

 

  1. You agree not to submit Publicly Submitted Materials or information which (i) restricts or inhibits any other user from using and enjoying the Services and Offerings, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. 

 

  1. In consideration for us providing you the license herein, you hereby, without additional compensation, irrevocably assign, convey and transfer to the Company a royalty-free, perpetual, sublicensable, and assignable license, in perpetuity, throughout the universe, in any and all mediums whether in existence or to be devised in the future, to any and all content and Publicly Submitted Materials and other posted materials you may submit or publish on your profile and using our Services and Offerings. You acknowledge that the Company has the right, but not the obligation to, use and display any postings or contributions of Publicly Submitted Materials and other posted materials of any kind and that the Company may elect to cease the use and display of any such materials (or any portion thereof), at any time in its sole discretion.
  2. You give us a license as described above to freely use, copy, disclose, sublicense, assign distribute, publish, and exploit any content, materials and/or communications you may choose to submit us without any obligation, royalty or restriction on us based on any claim or right of confidentiality and/or intellectual property rights or otherwise and no content, materials and/or communications you submit or share with us or on any of our Services or Offerings will be considered your confidential Information, and nothing in this Agreement limits our right to independently use, develop, evaluate, disclose, publish, or market products or services, such content, materials and/or communications.

 

  1. DIGITAL MILLENNIUM COPYRIGHT ACT AND INFRINGEMENT CLAIMS. 

  1. The Company will take down works in response to Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a user's access to the Services if the user is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please fill out our form here or you may submit written notice to our designated copyright agent at Totem Ecosystems Ltd by sending an email to  copyrightt@Totem.Earth.  For us to process your infringement claim regarding content on the Service, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. We encourage you to use our form to help ensure the requisite information is included in your notice. If you choose to write to us by e-mail, your notice must include:

  1. Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
  2. Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;
  3. Your contact information – at a minimum, your full legal name (not pseudonym) and email address;
  4. A declaration that contains all of the following:
  1. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
  2. A statement that the information in the notice is accurate; and
  3. A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
  1. Your physical or electronic signature (of your full legal name).
  1. Please note that we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on our Services and can also contact you to resolve any dispute.

 

  1. RIGHTS AND OWNERSHIP TO DIGITAL ASSETS AND NFTS.  

  1. You own your NFTs and Digital Assets. Each Digital Asset is on the blockchain. When you purchase a Digital Asset, you own the rights in the Digital Asset pursuant to the terms and conditions of use relating to the purchase and sale agreement for the Digital Asset. Ownership of the Digital Asset is mediated entirely by the Smart Contract and the blockchain on which it was purchased.  At no point may we seize, freeze, or otherwise modify the ownership of any Digital Assets you own and you agree that we do not have any responsibility or liability for your purchase and receipt of Digital Assets purchased using our Services and Offerings.

  1. Use. Any and all licenses and terms of use and publication relating to Digital Assets you own or may purchase using our Services and Offerings shall be governed by the terms and conditions of use and sale associated with your Digital Assets. 

  1. Risk Assumption. You accept and acknowledge each of the following:

  1. To the extent that you sell your Digital Assets, please be aware that the prices of Digital Assets are extremely volatile and fluctuations in the prices of other Digital Assets and impact the price of your both positively and negatively.  Given their volatility, Digital Assets such as should not be considered an investment. You assume all risks in that connection.
  2. Ownership of a Digital Asset confers ownership of digital artwork only. Accordingly, no information on this Site (or any other documents mentioned therein) is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Further, nothing on this Site qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities or other financial products.  Due to the artistic nature of the project, Digital Asset has not been registered with or approved by any regulator in any jurisdiction. It remains your sole responsibility to assure that the purchase of the Digital Asset and the associated art is in compliance with laws and regulations in your jurisdiction.
  3. You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.
  4. Digital Assets, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled.  New regulations could negatively impact such technologies impacting the value for your Digital Asset. You understand and accept all risks in that regard.
  5. You assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum platform.
  6. Totem has no obligation to monitor any content or transaction. You assume all responsibility for any adverse effects that are caused by submitting or posting content, or transacting with any other user on the Site.

  1. ‍Fees and Payments. 

  1. If you elect to purchase a Digital Asset through the Site, any financial transactions that you engage in will be conducted through several blockchain networks. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the blockchain networks.
  2. Most of the blockchain networks require the payment of a transaction fee for every transaction that occurs on their network. The transaction fees fund the network of computers that run the blockchain networks and facilitate your transaction in the purchase, sale or transfer of Digital Assets. This means that you will need to pay a fee for each transaction.

  1. CITIZEN TOKEN - DIGITAL WALLETS, TOKEN PURCHASES, AND USING TOKENS

  1. Your purchase, whether through an intermediary or otherwise, of Citizen tokens ($CTZN) from the Company, as well as continued holding and/or usage of $CTZN is subject to the terms and conditions of this Agreement. By accessing or using our Services to purchase, $CTZN tokens (whether through an intermediary or otherwise), or continuing to hold or use $CTZN, you agree to be bound by the terms and conditions of this Agreement. Before agreeing to these terms and conditions, you must read this document in full. If at any time you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not access or use our Services or engage in on our Offerings, and shall not be entitled to purchase $CTZN (whether through an intermediary or otherwise) or continue to hold or use $CTZN. The Seller shall be under no obligation to maintain a copy of these Terms on the Website after the sale of $CTZN, and you are advised to print or download and keep a copy of these Terms for your future reference (if required). 

PLEASE READ THESE TERMS OF TOKEN SALE AND USAGE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS (AS DEFINED HEREIN), DO NOT PURCHASE (WHETHER THROUGH US AN INTERMEDIARY OR OTHERWISE) OR CONTINUE TO HOLD OR USE $CTZN (AS DEFINED BELOW). THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, AND ARE NOT AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT, FINANCIAL INSTRUMENT AND/OR SECURITY IN ANY JURISDICTION.

BY MAKING A CONTRIBUTION TO THE SELLER (AS DEFINED BELOW) OR ANY INTERMEDIARY FOR THE PURCHASE OF $CTZN, OR BY CONTINUING TO HOLD OR USE $CTZN WHICH YOU MAY HAVE OBTAINED BY ANY OTHER MEANS, YOU WILL BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. BY ACCEPTING THESE TERMS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH THE SELLER, WHICH TERMS CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. THE PURCHASE, HOLDING AND USAGE OF DIGITAL TOKENS IS SUBJECT TO A NUMBER OF RISKS (INCLUDING FINANCIAL RISK), SOME OF WHICH THE SELLER HAS SET OUT IN THESE TERMS. IF YOU ARE IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF PURCHASING, HOLDING OR USAGE OF THE DIGITAL TOKENS REFERRED TO IN THESE TERMS, YOU SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.

NOTHING IN THESE TERMS CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH.

  1. Purpose of the $CTZN Tokens.  $CTZN tokens are cryptographic utility tokens. The purpose of $CTZN is to facilitate participation in the “Totem OS” Web3 ecosystem (Totem.earth) which, when fully developed, is a Web3 dashboard, identity, and toolset. Within this OS, users will be able to display their favorite NFTs, use various Web3 tools, and interact with NFT gated communities.

$CTZN is designed to be the only mechanism by which a user may obtain access to certain products and services on Totem.earth (when the same is completed and deployed). It is not intended to be a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt. For each exchange of services or products on Totem.earth, the costs are to be quantified in $CTZN paid to Totem.earth and/or the other party providing the service. The goal of introducing $CTZN is to provide a convenient and secure mode of payment and settlement between participants who interact within Totem.earth. Further, $CTZN is to be paid to users as incentives for staking of the token.

The precise scope of Totem.earth and additional Services and Offerings will be developed further and will be announced once finalized. The following features are planned for $CTZN: (a) to encourage community contributions, staking $CTZN would allow holders to propose and vote on on-chain governance proposals to determine future features and/or parameters of Totem.earth (the right to vote is restricted solely to voting on features of Totem.earth; it does not entitle $CTZN holders to vote on the operation and management of the Company, Seller, or their , or their assets or the disposition of such assets to token holders, or select the board of directors of these entities, or determine the development direction of these entities, does not constitute any equity interest in any of these entities or any collective investment scheme; the arrangement is not intended to be any form of joint venture or partnership) (b) the “Pay through Partnership” model will allow companies the chance to stake $CTZN in order to host their tools on our dashboard, or create an AXIS within the OS. (c) as the native platform currency, $CTZN is used for peer-to-peer trades between users on the NFT marketplace, (d) $CTZN embeds a license to allow holders access to play/utilize exclusive in-game content, allowing users to earn $CTZN or other NFTs that are needed alongside $CTZN to evolve Weapons, (e) players may stake $CTZN to unlock access to multiple web3 tools, or exclusive NFT gated communities, and get $CTZN rewards for participating, (f) in order to provide easy access to $CTZN and promote ecosystem growth, users would need to be incentivized to play the role of liquidity providers and stake their digital assets into the decentralized market making pools to provide the necessary liquidity for transactions. As compensation for their efforts, these liquidity providers would be rewarded with $CTZN (i.e. “mining” on Totem.earth), according to each user’s relative contribution after various adjustment and correction parameters. For the avoidance of doubt, the community does not have legal control over any matters relating to the Company or its Affiliated Parties) or any of its assets, or any of its affiliated companies (including without limitation the selection of governing board of the relevant company, over corporate matters, development direction, specific projects, or deployment of that company’s assets, which shall be the final responsibility of the governing board of the relevant company).

Immediately after the token sale phase, $CTZN would have limited functionality. As development of Totem.earth progresses further, the various features of $CTZN would be implemented incrementally and become available over time.

$CTZN is an integral and indispensable part of Totem.earth and its Services because in the absence of $CTZN, there would be no common unit of exchange for goods and services or economic incentive to motivate users to contribute, thus rendering the ecosystem on Totem.earth unsustainable. The ownership of $CTZN carries no rights, express or implied, in the Company, or Affiliated Parties  other than the right to use $CTZN as a means to enable usage of and interaction with Totem.earth and its Services. $CTZN is sold as a useable virtual good, and does not have any functionality or utility outside the ecosystem on Totem.earth and its Services — accordingly it is not necessarily merchantable and does not necessarily have any other use or value. The ecosystem on Totem.earth and its Services is structured as a “closed system” insofar as the usage of $CTZN is concerned. Further, $CTZN is not a consumer product and to the maximum extent permitted by law, its holders accept explicitly and agree that they are not covered by the consumer protection regulation of any jurisdiction.

  1. Character and Utilization of the $CTZN Tokens.  You understand and agree that $CTZN token
  1. may only be utilized on Totem.earth and other Services and Offerings provided by Company or the DAO;
  2. are non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation by the Company;
  3. do not represent or confer on you any ownership right, shareholding, participation, right, title, or interest of any form with respect to the Company and any Affiliate or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to Totem.earth, the Services, the Company, any Affiliate and/or any service provider of any Affiliate;
  4. are not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment;
  5. are not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
  6. are not a loan to the Company and any Affiliate and is not intended to represent a debt owed by any Affiliate, and there shall be no expectation of profit or interest income arising in connection therewith;
  7. do not provide you with any ownership or other interest in the Company and any Affiliate;
  8. are not any form of financial derivative;
  9. are not any form of commercial paper or negotiable instrument;
  10. ‍will not entitle token holders to any promise of fees, dividends, revenue, profits or investment returns, nor should there be any such expectation;
  11. are not any note, debenture, warrant or other certificate that entitles the holder to any interest, dividend or any kind of return from the Company and any Affiliate or any person;
  12. are not any commodity or asset that any person is obliged to redeem or purchase;
  13. ‍are not for speculative investment;
  14. are not intended to constitute securities in the United States or any relevant jurisdiction;
  15. ‍do not result in any mutual covenants, or agreement to rights and obligations, being entered into between you and other holders of $CTZN inter se;
  16. are subject to limitations and conditions in these Terms and all applicable policies as may be published from time to time on Totem.earth;
  17. do not have any tangible or physical manifestation, and does not have any intrinsic value (nor does the Company, any Affiliate or any other person make any representation or give any commitment as to its value); and
  18. do not constitute the provision of any goods and/or services except as may be offered by the Company in its discretion.
  1. Terms and Conditions Governing the $CTZN Tokens.  Unless otherwise stated herein, your purchase, receipt and use of $CTZN tokens (whether through the Company, Affiliate, an intermediary, through a peer-to-peer transaction or otherwise), and continued holding and/or usage of $CTZN is governed solely by the terms and conditions contained in this Agreement, which, as consideration for, and a condition of, access and use of the Services and Offerings, you agree to be bound by.  The Company reserves the right, in our sole discretion, and without notice, to edit, modify, delete, and/or augment all terms and conditions contained in this Agreement, including the terms and conditions relating to the purchase, usage, sale and other transactions relating to the $CTZN tokens, our privacy policy, our cookie policy, and other policies (“Policies”).  The new terms and conditions shall be effective upon posting to Totem.earth, and/or any other Services, Offerings, and properties we provide. To the extent of any conflict with the terms and conditions in this Agreement and our Policies, and any the updated and published terms and conditions, the updated terms and conditions and Policies shall take precedence over prior terms and conditions and policies. 
  2. Process for Purchasing Tokens and Digital Assets.  The Company reserves the right to require you to provide us with your personal details including without limitation the following:
  1. Your full legal name, date of birth, address and contact information;
  2. Details and address of the digital wallet from which you have sent the payment to purchase Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, and the digital wallet to which the Tokens and Digital Assets are to be sent;
  3. Government issued identification such as a passport, driver’s license, and/or identification card.  We may also require that you take a photograph with such government issued identification to ensure the authenticity of your identity. 
  4. Your taxpayer identification, income and/or net asset value;

It is your responsibility to provide correct information and details. Failure to provide this information upon request, could prevent or delay us from transferring Tokens and Digital Assets to your digital wallet.

  1. Cancellation, Refunds, Refusal and Replacement Policy.  Your purchase of Tokens and Digital Assets including $CTZN tokens and NFTs, whether through the Company, its Affiliated Parties, a peer-to-peer transaction, an intermediary, or otherwise (each a “Seller”) is final.  There are no refunds or cancellations except as may be required by applicable law or regulation and you waive any rights to be refunded any amounts which you have paid to the Company, its Affiliated Parties and/or a Seller in exchange for Tokens and Digital Assets. You acknowledge and agree that the Company and/or its Affiliated Parties are not under any obligation to issue replacement Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, in the event any private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason. You are solely responsible for providing the correct digital wallet address and maintaining the security and functioning of your digital wallet.  The Company, each Affiliate, and/or the Seller each reserve the right to refuse or cancel any request(s) to purchase or purchases of Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, (as the case may be), at any time in their sole discretion, with or without reason, and without giving reasons for cancelation or refusal, including, but not limited to, in connection with the following:
  1. Any failure to complete know-your-customer, anti-money laundering, and/or counter terrorist financing checks prescribed by the Company, its Affiliates and/or a Seller;
  2. A change of business or development plan of the Company, its Affiliates and/or a Seller; and/or
  3. An adverse change of the regulatory environment.

For the avoidance of doubt, the Company, each Affiliated Parties, and/or the Seller shall not be required to notify you of the outcome of any of our customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results based upon due diligence, information and/or reports. In the event that the Company, each Affiliated Parties, and/or the Seller refuses or cancels any request(s) to purchase Tokens and Digital Assets, the price paid by you shall be rejected or refunded (as applicable) in accordance with the Company’s, each Affiliated Party’s, and/or the Seller’s internal policies and procedures, less (i) amounts required to be confiscated by applicable laws, (ii) fees and expenses incurred in directly or indirectly related to the rejected, refused or canceled transaction, including, but not limited to, blockchain network fees (iii) the Company’s, an Affiliate’s and/or a Seller’s administrative fees for processing such transfer (not exceeding 5% of the refund amount), and (iv) any Tokens or Digital Asset already delivered to you. No interest, yield, value or price differences, or other additional remuneration will accrue on the value of any fund transfer and any refusal, cancelation, and/or refund. At any time during the sale of any Tokens or Digital Assets, the Company, its Affiliated Parties, and/or the Seller may either temporarily suspend or permanently abort the transactions (whether relating to the private sale or public sale phase, or both) at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that the transaction is aborted (whether relating to the private sale or public sale phase, or both), the Tokens and Digital Assets will not be available for purchase.

  1. Acknowledgement and Assumption of Risks. You acknowledge and agree that there are numerous risks associated with purchasing, holding, utilizing, selling, and/or transferring Tokens and Digital Assets, including $CTZN tokens and NFTs, and by participation in the Services and Offerings (including but not limited to Totem.earth) of Company and its Affiliated Parties. If you have any queries or require any clarification regarding these risks, please contact us at support@Totem.earth.  YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THAT BLOCKCHAIN AND VIRTUAL CURRENCIES, TOKENS (INCLUDING WITHOUT LIMITATION ETH, BTC, USDT, USDC), DIGITAL ASSETS AND/OR NFTS ARE NEW AND UNVERIFIED TECHNOLOGIES THAT ARE BEYOND CONTROL OF THE COMPANY OR ANY AFFILIATE. IN PARTICULAR, AND IN ADDITION TO TERMS OF THIS DOCUMENT, YOU BEAR FULL RESPONSIBILITY FOR, AND ASSUME, ANY AND ALL RISKS THAT MAY ARISE BY PURCHASING, HOLDING AND/OR USING $CTZN, DIGITAL ASSETS AND/OR NFTS INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING RISKS:

  1. Changes in Functionality. $CTZN does not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the White Paper and which may change from time to time.

  1. Non-Refundable. The Company, its Affiliates and/or Sellers are not obliged to provide $CTZN holders with a refund related to $CTZN for any reason, and $CTZN holders acknowledge and agree that they will not receive a refund including any money, tokens, Digital Assets, NFTs, or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to $CTZN, including no promise of inherent value, no promise of continuing payments, and no guarantee that $CTZN will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of $CTZN.

  1. Uncertain and Shifting Regulatory Environment. The regulatory status of $CTZN and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern virtual currencies or virtual currency markets. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including $CTZN and/or Totem.earth. Regulatory actions could negatively impact $CTZN and/or Totem.earth in various ways. The Company, the Seller or any Affiliate may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

  1. Blockchain Protocol Risks. Given that $CTZN, Totem.earth and other Services and Offerings the Company are based on blockchain protocol and architecture, any malfunction, breakdown or abandonment of the relevant blockchain protocol or architecture may have a material adverse effect on $CTZN and/or Services and Offerings. Moreover, advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to $CTZN and/or Services and Offerings by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol. The future of cryptography and security innovations are highly unpredictable.

  1. Security. You are responsible for implementing reasonable measures for securing the digital wallet, vault or other storage mechanism you use to receive and hold $CTZN tokens which you have purchased or received, including any requisite passwords, tokens, private key(s) or other credentials necessary to access such storage mechanism(s). If your passwords, tokens, private key(s) or other access credentials are lost, you may lose access to your $CTZN tokens. The Company, its Affiliates and/or Sellers are not responsible for, and are unable to recover, any such losses. Additionally, hackers or other malicious groups or organizations may attempt to interfere with $CTZN and/or the Company’s Services and Offerings in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, there is a risk that a user, third party or a member of any Affiliate may intentionally or unintentionally introduce weaknesses into the core infrastructure of $CTZN and/or the Company’s Services and Offerings, which could negatively affect $CTZN and/or the Company’s Services and Offerings.

  1. Insufficient Information. It is anticipated that the Company’s algorithm, code, consensus mechanism and/or various other technical specifications and parameters will be updated and changed frequently and constantly. While the marketing materials and Whitepaper released relating to the development of Totem.earth has been prepared with the information available at the time of publication and upon certain forecasts and assumptions of the Company at the time it was written. The whitepaper, written communications and other materials are constantly changing and evolving therefore should not be deemed complete and are subject to modifications, edits, adjustments and updates from time to time. The Seller is neither able, nor obliged, to keep you closely posted on any detail of the development of the Company’s Services and Offerings (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide you with timely and full access to all the information relating to the Company’s Services and Offerings that may emerge from time to time. Due to the nature of the Company’s Services and Offerings, you accept that such insufficiency of information disclosure is inevitable and reasonable.

‍‍

  1. Market Risk. The market for the Company’s Services, Offerings and $CTZN tokens is currently in its early stages and there is no guarantee that an active or liquid market for $CTZN tokens will exist. $CTZN is intended to be used solely within the network for Totem.earth and such other Services and Offerings as the Company may provide in the future, hence there may be illiquidity risk with respect to any $CTZN tokens you hold. $CTZN tokens are not a currency issued by any central bank or national, supra-national or quasi-national or other governmental organization, nor is it backed by any hard assets or other credit, nor is it a “commodity” in the usual and traditional sense of that word. The Company, the Seller and Affiliated Parties are not responsible for the liquidity, circulation, trading, exchange or market for $CTZN tokens. The value and demand for $CTZN tokens is dependent upon the consensus of relevant market participants. No one is obliged to purchase any $CTZN tokens from any holder of $CTZN tokens, including the purchasers, nor does anyone guarantee the liquidity or market price of $CTZN to any extent at any time. Furthermore, $CTZN may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to purchasers where the purchase of $CTZN may be in violation of applicable laws. Accordingly, the Company, its Affiliates and/or Sellers cannot ensure that there will be any demand or market for $CTZN, or that the price you pay for $CTZN is indicative of any market valuation or market price for $CTZN.  Any secondary market or exchange for trading $CTZN tokens would be operated independently of the Company, its Affiliated Parties, and/or the Sellers and we do not intend to create any secondary markets nor will it act as an exchange for $CTZN tokens. Even if secondary trading of $CTZN tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to $CTZN (e.g., as denominated in a virtual or fiat currency), such value may be extremely volatile, decline below the price which you have paid for $CTZN, and/or diminish to zero.

  1. Uninsured Loss. $CTZN is uninsured unless you specifically obtain private insurance to insure them. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.

  1. Tax Characterization.  The tax characterization of $CTZN is uncertain. The Company and its Affiliated Parties intend to treat $CTZN tokens as utility tokens for consumptive use and are not to be construed as an equity interest, or as a debt interest in the Company, its Affiliates and/or Sellers for tax purposes. It is possible that the Company’s, its Affiliates’ and/or Sellers’ intended treatment of $CTZN tokens and these terms and conditions may be challenged, so that the tax consequences to a purchaser and the Company, its Affiliated Parties, and the Sellers relating to $CTZN and could differ from those we anticipate. You must seek your own tax advice in connection with the purchase, holding and/or usage of $CTZN, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

  1. Competition.  It is possible that alternative networks could be established that utilize the same or similar code and protocol underlying $CTZN tokens and/or the Company’s other Services and Offerings.  The alternative networks could attempt to re-create similar facilities to that provided by the Company. The Company may be required to compete with these alternative networks, which could negatively impact the $CTZN tokens and our Services and Offerings. 

  1. Insufficient Interest. It is possible that the Company’s Services and Offerings will not be used by a sufficient number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as Totem.earth). Such a lack of use or interest could negatively impact the development of the Company’s Services and Offerings and therefore the potential utility and value of $CTZN.

  1. Dissolution of the Company and its Affiliated Parties.  Start-up companies often experience unexpected problems in the areas of raising sufficient capital, recruiting talent, product development, marketing, financing, and general management, among others, which frequently cannot be solved. Financial, market, business and operating risks confronting start-up companies are significant, and the Company and its Affiliated Parties are not immune to these. ‍It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of virtual and/or fiat currencies, decrease in the utility of $CTZN, the failure of commercial relationships, or intellectual property ownership challenges, the Company, its Affiliated Parties and Sellers may become insolvent, cease to operate, and be dissolved.

  1. It is the Company’s intent to create and empower a DAO to manage and govern Totem.earth and other Services, transfer active participation in aspects of running, operating, managing, and governing Totem.earth.  The $CTZN tokens confer no governance rights of any kind with respect to the Company, its Affiliated Parties and/or Sellers.  However, the $CTZN tokens may be used to access the Services and Offerings of the Company, its Affiliated Parties and/or Sellers, and participate in the DAO by using $CTZN tokens to vote on matters concerning the governance, operations and direction of Totem.earth and the $CTZN tokens. The $CTZN tokens do not contain any rights or provisions that would allow $CTZN token holders to have any claim against the Company, its Affiliated Parties and/or Sellers, including but not limited to, claims for equity, appreciation rights, rights of first refusal, warrants, options, debt obligations, and/or any decisions generally reserved to the management and/or the board of directors of the Company and/or its Affiliated Parties, including, but not limited to, discontinuing the services and/or ecosystem on Totem.earth or other Services and/or Offerings of the Company, dissolving or selling the assets of the Company or any of its Affiliated Parties, obligating the Company or any of its Affiliated Parties to any contract, debt obligations, settlements, awards, judgments or other liabilities, filing a petition in bankruptcy or making an assignment for the benefit of credits, creating  more $CTZN for use in the ecosystem on Totem.earth. These decisions could adversely affect Totem.earth and $CTZN you hold. This clause does not interfere and is independent from any Seller rights, responsibilities, or obligations associated with a decentralized autonomous organization.

  1. Loss of Talent. The continued development and improvement of the Company’s Services and Offerings depends on the continued cooperation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect the Company’s Services and Offerings or its future development. Further, stability and cohesion within the team is critical to the overall development of the Company’s Services and Offerings Totem.earth. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative impact on the Company’s Services and Offerings and therefore the utility, value, and demand for $CTZN tokens. 

  1. Failure to Develop.  There is the risk that the development of our Services and Offerings will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or $CTZN, unforeseen technical difficulties, and shortage of development funds for activities.

  1. Other Risks. In addition to the aforementioned risks, there are other risks associated with your purchase, holding and usage of $CTZN, staking your $CTZN tokens, including those that the Seller cannot anticipate and result from force majeure. Such risks may further materialize as unanticipated variations or combinations of the aforementioned risks.

  1. KNOW YOUR CUSTOMER (“KYC”) AND AMERICAN MONEY LAUNDERING (“AML”) REGULATIONS 

You hereby acknowledge and accept that the Company, its Affiliated Parties, and Sellers may be required to do the following:

  1. Conduct customer identification, due diligence and anti-money laundering due diligence on all purchasers of $CTZN in compliance with all applicable laws and legislations. The Seller may determine, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with these laws and legislations. You agree to provide such information to the Seller promptly upon request, and you acknowledge that the Seller may refuse to sell $CTZN to you until you provide such requested information and the Seller has determined that it is permissible to sell you $CTZN under applicable law or regulation.

  1. Request information and/or documentation to establish that its identification records, as well as the information that form your profile, remain completely updated. In this respect, the Seller reserves the right to examine and check on a regular basis the validity and adequacy of your identification data and information maintained. For the avoidance of doubt, the Seller shall not be required to notify you of the outcome of any of its customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks.

  1. Take all necessary actions to collect the missing data and information (whether from you or from third parties) so as to update and complete your profile as the Company, its Affiliated Parties and Sellers deem required in its discretion.

If you fail or refuse to submit, within a reasonable timeframe, the required data and identification information for the updating of your identity and, as a consequence, the Seller is unable to comply with any laws, legislations regulations or directives relating to customer identification requirements, the Seller will not be able to sell $CTZN and/or continue its relationship with you, and the Seller may be required to submit a report of suspicious transactions/activities to the relevant authorities.

  1.  DATA USE AND PROTECTION 

  1. “Personal Data” means data that allows someone to identify you individually, including, for example, your name, email address, as well as any other non-public information about you that is associated with or linked to any of the foregoing. 
  2. “Anonymous Data” means data, including aggregated and de-identified data, that is not associated with or linked to your Personal Data. Anonymous Data does not, by itself, permit the identification of individual persons. 
  3. We collect Personal Data and Anonymous Data as described below.

  1. When you open an account, use our Services or Offerings, update your account profile, or contact us, we may collect Personal Data from you, such as email address, first and last name, user name, address, digital wallet and blockchain addresses, account information, preferences, and other information you provide. 
  2. Our Service lets you store preferences like how your content is displayed, notification settings, and favorites. We may associate these choices with your ID, browser, or mobile device.
  3. If you provide us with feedback or contact us, we will collect your name and contact information, as well as any other content included in the message.
  4. We may also collect Personal Data at other points in our Services and Offerings where you voluntarily provide it or where we state that Personal Data is being collected.
  5. As you navigate through and interact with our Service, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
  1. Information Collected by Our Servers. To provide our Service and make it more useful to you, we (or a third party service provider) collect information from you, including, but not limited to, your browser type, operating system, Internet Protocol (“IP”) address, mobile device ID, blockchain address, wallet type, and date/time stamps.
  2. Log Files. As is true of most websites and applications, we gather certain information automatically and store it in log files. This information includes IP addresses, browser type, Internet service provider (“ISP”), referring/exit pages, operating system, date/time stamps, and clickstream data. We use this information to analyze trends, administer the Service, track users’ movements around the Service, and better tailor our Services to our users’ needs. For example, some of the information may be collected so that when you visit the Service, it will recognize you and the information can be used to personalize your experience.
  3. Cookies. Like many online services, we use cookies to collect information. We may use both session Cookies (which expire once you close your web browser) and persistent Cookies (which stay on your computer until you delete them) to analyze how users interact with our Service, make improvements to our product quality, and provide users with a more personalized experience.
  4. Pixel Tag. In addition, we use “Pixel Tags” (also referred to as clear Gifs, Web beacons, or Web bugs). Pixel Tags allow us to analyze how users find our Service, make the Service more useful to you, and tailor your experience with us to meet your particular interests and needs.
  5. How We Respond to Do Not Track Signals. Our systems do not currently recognize “do not track” signals or other mechanisms that might enable Users to opt out of tracking on our site.
  6. Analytics Services. In addition to the tracking technologies we place like Cookies and Pixel Tags, other companies may set their own cookies or similar tools when you visit our Service. This includes third-party analytics services (“Analytics Services”) that we engage to help analyze how users use the Service. The information generated by the Cookies or other technologies about your use of our Service (the “Analytics Information”) is transmitted to the Analytics Services. The Analytics Services use Analytics Information to compile reports on user activity, which we may receive on an individual or aggregate basis. We use the information we get from Analytics Services to improve our Service. The Analytics Services may also transfer information to third parties where required to do so by law, or where such third parties process Analytics Information on their behalf. Each Analytics Services’ ability to use and share Analytics Information is restricted by such Analytics Services’ terms of use and privacy policy. By using our Service, you consent to the processing of data about you by Analytics Services in the manner and for the purposes set out above.
  1. Information Collected from Third-Party Companies. We may receive Personal and/or Anonymous Data about you from companies that offer their products and/or services for use in conjunction with our Services and Offerings or whose products and/or services may be linked from our Services and Offerings. For example, third-party wallet providers provide us with your blockchain address and certain other information you choose to share with those wallets providers. We may add this to the data we have already collected from or about you through our Service.
  2. Public Information Observed from Blockchains. We collect data from activity that is publicly visible and/or accessible on blockchains. This may include blockchain addresses and information regarding purchases, sales, or transfers of NFTs, which may then be associated with other data you have provided to us.
  3. We may create Anonymous Data records from Personal Data. We use this Anonymous Data to analyze request and usage patterns so that we may improve our Services and enhance Service navigation. We reserve the right to use Anonymous Data for any purpose and to disclose Anonymous Data to third parties without restriction.
  1. The Company, its Affiliated Parties and Sellers will collect, use, process and disclose your information, Personal Data and Anonymous Data for such activities as providing its Services and Offerings, facilitating transactions, and discharging its legal duties and responsibilities, administration, customer services, crime prevention and detection (including tax evasion), anti-money laundering, due diligence and verification of identity purposes (collectively, the “Purposes”). The Company, its Affiliated Parties and Sellers may disclose your information to its service providers, agents, relevant custodians or similar third parties for these Purposes. The Company, its Affiliated Parties and Sellers may keep your information for such period as each may determine (which shall be no shorter than any mandatory period prescribed by law) for purposes including contacting you about our Services and Offerings, your account, and/or our relationship. You hereby consent to the Company, its Affiliated Parties and Sellers transferring your personal data to its Affiliated Parties or service providers for processing, and to recipients in countries which do not provide the same level of data protection as your jurisdiction if necessary for the Purposes.  Please see our Privacy Policy, incorporated herein by this reference, regarding the specifics of how we collect, use, process and disclose your Personal Data and Anonymous Data. Specifically, we use your Personal Data to:
  1. facilitate the creation of and secure your account;
  2. identify you as a user in our system;
  3. provide you with our Service, including, but not limited to, helping you view, explore, and create NFTs using our tools and, at your own discretion, connect directly with others to purchase, sell, or transfer NFTs on public blockchains;
  4. improve the administration of our Service and quality of experience when you interact with our Service, including, but not limited to, by analyzing how you and other users find and interact with the Service;
  5. provide customer support and respond to your requests and inquiries;
  6. investigate and address conduct that may violate our Terms of Service;
  7. detect, prevent, and address fraud, violations of our terms or policies, and/or other harmful or unlawful activity;
  8. display your username next to the NFTs currently or previously accessible in your third-party wallet, and next to NFTs on which you have interacted;
  9. send you a welcome email to verify ownership of the email address provided when your account was created;
  10. send you administrative notifications, such as security, support, and maintenance advisories;
  11. send you notifications related to actions on the Service, including notifications of offers on your NFTs;
  12. send you newsletters, promotional materials, and other notices related to our Services or third parties' goods and services;
  13. respond to your inquiries related to employment opportunities or other requests;
  14. comply with applicable laws, cooperate with investigations by law enforcement or other authorities of suspected violations of law, and/or to pursue or defend against legal threats and/or claims; and
  15. act in any other way we may describe when you provide the Personal Data.
  1. Disclosure of Your Personal Data. We disclose your Personal Data as described below and as described elsewhere in our Privacy Policy.
  1. Third Party Service Providers. We may share your Personal Data with third party service providers to: provide technical infrastructure services; conduct quality assurance testing; analyze how our Service is used; prevent, detect, and respond to unauthorized activities; provide technical and customer support; and/or to provide other support to us and to the Service.
  2. Affiliates. We may share some or all of your Personal Data with any subsidiaries, joint ventures, or other companies under our common control (“Affiliates”), in which case we will require our Affiliates to honor our Privacy Policy.
  3. Corporate Restructuring. We may share some or all of your Personal Data in connection with or during negotiation of any merger, financing, acquisition, or dissolution transaction or proceeding involving sale, transfer, divestiture, or disclosure of all or a portion of our business or assets. In the event of an insolvency, bankruptcy, or receivership, Personal Data may also be transferred as a business asset. If another company acquires our company, business, or assets, that company will possess the Personal Data collected by us and will assume the rights and obligations regarding your Personal Data as described in our Privacy Policy.
  4. Legal Rights. Regardless of any choices you make regarding your Personal Data (as described below), the Company, each Affiliated Parties, and/or the Seller may disclose Personal Data if it believes in good faith that such disclosure is necessary: (a) in connection with any legal investigation; (b) to comply with relevant laws or to respond to subpoenas, warrants, or other legal process served on The Company, each Affiliated Parties, and/or the Seller ; (c) to protect or defend the rights or property of The Company, each Affiliated Parties, and/or the Seller  or users of the Service; and/or (d) to investigate or assist in preventing any violation or potential violation of the law, this Privacy Policy, or our Terms of Service.
  5. Other Disclosures. We may also disclose your Personal Data: to fulfill the purpose for which you provide it; for any other purpose disclosed by us when you provide it; or with your consent.
  1. If you withdraw your consent to any or all use of your personal data, depending on the nature of your request, this may limit the scope of, or cause us to suspend or terminate our Services and Offerings to you. Please contact us at privacy@Totem.earth (marking your email for the attention of “Data Protection Officer”). The Company and its Affiliated Parties will endeavor to respond to your query / request within 30 days, and if that is not possible, the Company or  its Affiliated Parties will inform you of the time by which it will respond to you.

  1. You hereby warrant, represent, agree, and confirm to us and shall procure that with respect to any Personal Data of any individual (including, where applicable, your directors, partners, office holders, officers, employees, agents, shareholders and beneficial owners) (each, “an Individual”) disclosed to us in connection with this Agreement, the Service Terms and Policies and/or the $CTZN sale or otherwise collected by us in the course of your relationship with us or any of our Affiliated Parties:

  1. each Individual to whom the personal data relates has, prior to such disclosure or collection, agreed and consented to, and permitted you on its behalf to consent to, such disclosure as well as the collection, processing, use and disclosure of the Individual’s personal data by us for all purposes required by us in connection with this Agreement including, but not limited to, the sale of $CTZN tokens and Digital Assets, and/or the use of our Services and Offerings;

  1. that each Individual has read and consented to the collection, processing, use and disclosure of the Individual’s personal data by us in accordance with the Purpose; and

  1. any consent given pursuant to these Terms in relation to each Individual’s personal data shall survive death, incapacity, bankruptcy or insolvency of that Individual and the termination or expiration of these Terms and the Service Terms and Policies.

  1. If any Individual should withdraw his/her consent to any or all use of his/her Personal Data, then depending on the nature of the withdrawal request, the Company, its Affiliated Parties, and/or Sellers of tokens, Digital Assets, NFTs, and other items of value may not be in a position to continue its relationship with you.
  2. Security Breach. If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or the Company, its Affiliates, and/or Sellers (collectively a "Security Breach"), you must notify immediately at security@totem.earth  and provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage and mitigate any Security Breach. Prompt reporting of a Security Breach does not guarantee that we will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.
  1. TAXES
  1. The price that you pay for Tokens and Digital Assets, including but not limited to, $CTZN tokens and NFTs, is exclusive of all applicable taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes) (collectively “Taxes”). The onus for determining the Taxes applicable to your purchase, holding and/or usage of all Tokens, Digital Assets and other items purchased by you using the Services and Offerings of the Company, its Affiliated Parties and/or Seller lies solely with you. It is also your sole responsibility to comply with all relevant tax reporting requirements arising out of or in connection with your purchase, holding and/or usage of $CTZN. The Seller, the Company and its Affiliates shall not be responsible for withholding, collecting, reporting, or remitting any Taxes arising from your purchase, holding and/or usage of $CTZN. The Seller cannot and does not provide any tax advice and it recommends that you seek appropriate professional advice in this area if required. The tax treatment of transactions for Digital Assets and Tokens is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using our Services and Offerings under this Agreement. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using our Services and Offerings, and you acknowledge that we do not provide investment, legal, or tax advice governing these transactions. You understand that when required by law, we shall report information with respect to transactions, payments, transfers, or distributions made by or to you with respect to your activities using our Services and Offerings to tax or governmental authorities. We may also withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, we have the right to, and may, ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to transactions in Digital Assets and Tokens.

  1. REPRESENTATIONS AND WARRANTIES

By purchasing (whether through an intermediary or otherwise), holding and/or using Digital Assets and/or Tokens, including but not limited to $CTZN tokens and NFTs sold by the Company, its Affiliated Parties and/or Sellers, you represent and warrant as follows:

  1. You have read and understand these Terms and the Whitepaper, and you have all requisite power and authority to execute and deliver these Terms, to participate in the $CTZN sale, to purchase, hold and/or use $CTZN, and to carry out and perform your obligations under these terms.

  1. If you are an individual, you are at least 18 years old and in any case of sufficient legal age and capacity to purchase, hold and/or use Digital Assets and Tokens.  If you are an incorporated entity or other legal fictitious person, you are duly organized, validly existing and in good standing under the laws of your domicile and each jurisdiction where you conduct business or where your assets are located. You are not purchasing, holding and/or using Tokens or Digital Assets on behalf of any other entity or person.
  2. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of your constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which you are a party, or by which you are bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to you, (iv) any foreign exchange or regulatory restrictions applicable to such purchase, holding and/or usage of $CTZN, (v) any governmental or other consents that may need to be obtained, (vi) the rights of third parties, and/or (vii) in violation of any contractual rights and/or obligations.
  3. The execution and delivery of, and performance under, this Agreement requires no approval or other action from any governmental authority or person. You will and shall at your own expense ensure compliance with all laws, regulatory requirements and restrictions applicable to you (as the case may be).
  4. Your purchase of Tokens and Digital Assets shall be made in full compliance with any applicable tax, regulatory and legal obligations to which you may be subject in any relevant jurisdiction. You understand that you bear the sole responsibility to determine if your use of our Services and Offerings, the purchase, holding and/or transfer of any Tokens and Digital Assets, the creation, ownership or use of Tokens and Digital Assets, the potential appreciation or depreciation in the value of Tokens and Digital Assets over time, the sale and purchase of Tokens and Digital Assets and/or any other action or transaction related to our Services and Offerings which may have tax implications (including determining what taxes may apply to the acquisition, possession, storage, sale or other use of Tokens and Digital Assets including, for example, sales, use, value-added and similar taxes and for complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to its acquisition, possession, storage, sale or other use of Tokens and Digital Assets); by creating, holding or using Tokens and Digital Assets, and to the extent permitted by law, you agree not to defend, indemnify, release and hold harmless any third party (including the Company, its Affiliated Parties and Sellers liable for any tax liability associated with or arising from the creation, purchase, holding, storage, use, and/or ownership or use of Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, or any other action or transaction related to the Company, its Affiliated Parties and Sellers.
  5. You have good and sufficient understanding in business and financial matters, including a good and sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, blockchain-like technology, blockchain-based software systems as well as other similar technologies and systems, cryptographic tokens, and token storage mechanisms (such as digital token wallets) to understand this Agreement and to assume the risks and implications of purchasing, holding, owning, selling, and/or usage of Tokens and Digital Assets.
  6. You have obtained sufficient information about Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, to make an informed decision to purchase, hold, sell and/or use $CTZN. Additionally, you are aware of the business affairs and financial condition of the Company, its Affiliated Parties and Seller and have to reach an informed decision to purchase Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs.
  7. The currency (including any fiat, digital currency, virtual currency or cryptocurrency) used to purchase Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, are obtained through lawful means, and are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and all applicable statutes of all jurisdictions in which you are located, resident, organized or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder (collectively, the Compliance Regulations), and you will not use Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same. To the extent required by applicable laws and regulations, you shall fully comply with all Compliance Regulations and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of your affiliates with respect to the Compliance Regulations is pending or, to the best of your knowledge (after due and careful enquiry), threatened.
  8. Neither you (nor any of your subsidiaries, any director or officer, or any employee, agent, or your affiliate) nor any person having a direct or indirect beneficial interest in you or being acquired by you, or any person for whom you are acting as an agent or nominee in connection with the purchase of Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs: (i) is the subject of any sanctions administered or enforced by any country or government or international authority, including the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore (collectively, “Sanctions”); (ii) is located, organized, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions; (iii) is listed in any list of sanctioned persons including those maintained under the Sanctions including the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC; or (iv) is directly or indirectly owned or controlled by any person subject to sub-clauses (i), (ii) and (iii) above.
  9. Neither you (nor any of your subsidiaries, any director or officer, or any employee, agent, or your affiliate) nor any person having a direct or indirect beneficial interest in you or the Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, being acquired by you, or any person for whom you are acting as agent or nominee in connection with $CTZN is: (i) a citizen or resident of, or located in, a geographic area or country designated as “High-risk and other monitored jurisdictions” (or such other similar classification) by the Financial Action Task Force; or (ii) a Politically Exposed Person (defined as a current or former senior official in the executive, legislative, administrative, military, or judicial branch of a government (elected or not), a senior official of a major political party, a senior executive of a government owned commercial enterprise, and/or being a corporation, business or other entity formed by or for the benefit of any such individual, any individual publicly known (or actually known) to be a close personal or professional associate, or an immediate family member of such individual, meaning spouse, parents, siblings, children, and spouse’s parents or siblings).
  10. You are not (i) a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a geographic area or country (i) where participation in the purchase, sale, holding, ownership, and/or usage of Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, is prohibited, restricted or unauthorized by applicable law, decree, regulation, treaty, or administrative act or (ii) where it is likely that the purchase, sale, holding, ownership, and/or usage of Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs would be construed as the sale of a security (howsoever named), financial service, money transmittal service, or investment product (including without limitation the United States of America, the People’s Republic of China, Algeria, Bangladesh, Bolivia, Cambodia, Colombia, Ecuador, Egypt, Indonesia, Morocco, Nepal, North Macedonia, Pakistan, Russia, Saudi Arabia, Syria, Taiwan, Turkey, and Vietnam (the “Restricted Countries”).
  11. You acknowledge and agree that: (i) you are familiar with all related regulations in the specific jurisdiction in which you are a citizen, resident, and/or otherwise based, and that acquiring Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind, (ii) no regulatory authority has examined or approved of the information set out in our Whitepaper or any other materials in connection with Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, (iii) you will not use Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, if such use would constitute a regulated public or other offering of such Tokens and Digital Assets, in any country or jurisdiction where action for that purpose is required, (iv) the distribution or dissemination of our materials, any part thereof or any copy thereof, or any use of the Services, Offerings, Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs by you, is not prohibited or restricted by the applicable laws, regulations, or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you will observe and comply with all such restrictions at your own expense and risk without liability to the Seller, (v) you shall ensure that no obligations are imposed on the Company, its Affiliated Parties, or Sellers in any such jurisdiction as a result of any of the actions taken by you in the preceding sub-clause, and (vi) the Company, its Affiliated Parties, and Sellers will have no responsibility for and it will not obtain any consent, approval or permission required by you for, the acquisition, offer, holding, purchase, sale and/or delivery by it of Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, under the laws and regulations in force in any jurisdiction to which you may be subject, in, or from.
  12. The currency (whether fiat or virtual) used to purchase Tokens and Digital Assets, including but not limited to $CTZN tokens and NFTs, will be made only in your name, from a digital wallet not located in a Restricted Country or a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation.
  13. You are purchasing, holding and/or using $CTZN to participate in Totem.earth and our Services, as well as to support the advancement, promotion, research, design and development of, and advocacy for Totem.earth, as well as potentially receiving services on Totem.earth (when the same is completed and deployed). You are not purchasing, holding or using $CTZN for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
  14. ‍You acknowledge that: (i) $CTZN does not have any intrinsic value, is not an investment with any expectation of profits, and that no representations, materials or communications by the Company, its Affiliated Parties, or Sellers have been made, or are authorized, or have been relied upon by you, regarding the value or price of $CTZN or any other Tokens and Digital Assets. If you purchase any Tokens and Digital Assets, including the $CTZN tokens or NFTs from the Company, its Affiliated Parties, or Sellers, you may lose your money and may never recover any cash, cryptocurrency or other assets which are used directly or indirectly to acquire such Tokens and Digital Assets; (ii) there is no market-standard valuation process to determine the value of $CTZN and NFTs at any given time; and (iii) the Company, its Affiliated Parties, and/or Sellers give no guarantees whatsoever on the value of Tokens and Digital Assets, including the $CTZN tokens or NFTs, which may be highly volatile and could reduce to zero.
  15. ‍You acknowledge and agree that the Seller may impose eligibility criteria to access certain functionality in respect of Tokens and Digital Assets, including the $CTZN tokens or NFTs, which may require it to incur additional time and money costs.
  16. ‍You shall not sell or transfer, or agree or attempt to sell to transfer (whether pursuant to any public pool or private agreement with a subsequent purchaser or otherwise) Tokens and Digital Assets, including the $CTZN tokens or NFTs, if such Tokens and Digital Assets contain restrictions on transfer. After such restrictions on transfer are lifted, you shall not sell or transfer any Tokens and Digital Assets, including the $CTZN tokens or NFTs purchased from the Company, its Affiliated Parties and/or Seller prior to procuring the purchaser’s or transferee’s agreement to these Terms.
  17. ‍You acknowledge that the currency (whether fiat or virtual) or other consideration paid to the Company, its Affiliated Parties, and/or Sellers for the purchase of any Tokens and Digital Assets, including the $CTZN tokens or NFTs, will be owned and held by us after such sale, and you will have no economic or beneficial interest or legal right in and to such currency or other consideration after the transaction is completed.
  18. ‍You acknowledge and undertake that you shall provide the Company, its Affiliated Parties, and/or Sellers with such information as we may deem necessary or appropriate in order to maintain compliance with applicable law including: (i) compliance with the representations set out in this Agreement, and (ii) to address any actual inquiries or inquiries that we may, in our sole discretion, expect from regulatory authorities, courts or arbitral authorities in any jurisdiction.
  19. ‍You hereby acknowledge and agree that the Company, its Affiliated Parties, and/or Sellers may have to procure an amendment to the functionality of Tokens and Digital Assets, including the $CTZN tokens or NFTs, at any time in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including: (i) any actual action taken, or potential action that each of us or we (in our sole discretion) expects to be taken, by a court or regulatory authority in any jurisdiction in relation to the offering, purchase, holding, use and sale of Tokens and Digital Assets, including the $CTZN tokens or NFTs, and all related matters, and (ii) any additional legal or regulatory risk mitigation in respect of the functionality of Tokens and Digital Assets, including the $CTZN tokens or NFTs, that the we decide to undertake at any time.
  20. ‍You hereby acknowledge that the Company, its Affiliated Parties, and/or Sellers has entered into this Agreement and has provided Services, Offerings and other consideration stated herein, in reliance upon your representations and warranties being true, accurate, complete and non-misleading. The Company, its Affiliated Parties, and/or Sellers do not make, or purport to make, and hereby disclaim, all representations, warranties or undertaking to you in in relation to the offering, purchase, holding, use and sale of Tokens and Digital Assets, including the $CTZN tokens or NFTs, or otherwise. Prospective purchasers of such Tokens and Digital Assets, should carefully consider and evaluate all risks and uncertainties (including financial, tax, legal, business and reputational risks and uncertainties) associated with the offering, purchase, holding, use and sale of Tokens and Digital Assets, including the $CTZN tokens or NFTs before entering into any transaction therefor and assuming the risk thereof. ‍
  1. INTELLECTUAL PROPERTY

The Company, its Affiliated Parties, and/or Sellers each retain all right, title and interest in all of each entity’s intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents (whether registered or unregistered), trademarks, business names, and service marks (whether registered or unregistered), copyrights (whether registered or unregistered), models, rights to inventions, trade secrets, customer lists and information, vendor lists and information, neighboring and related rights, moral rights, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, graphics artwork, look and feel, logos, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how, work product, trade secrets, product development, sales and marketing, and strategic plans), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. You may not use any of the intellectual property of the Company, its Affiliated Parties, and/or Sellers for any reason whatsoever.  The Services and Offerings are made available on a limited access basis pursuant to the terms and conditions of this Agreement, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale,” unless expressly stated otherwise in writing by the Company, its Affiliated Parties, and/or Sellers. 

  1. DISCLAIMERS AND RELEASE
  1. You acknowledge and agree that you assume full responsibility for your use of the Services and Offerings and all risks associated therewith and agree to fully and forever release and hold harmless the Company from any and all claims, actions, proceedings, obligations, liabilities, awards, settlements, judgements.  You agree that any information you send or receive during your use of the Services and Offerings may not be secure and may be intercepted or later acquired by unauthorized parties. You acknowledge and agree that your use of the Services and Offerings is at your own risk. You acknowledge and agree that the Services and Offerings are provided "as is'' and "as available" without warranties of any kind, whether express or implied. Recognizing such, you acknowledge and agree that, to the fullest extent permitted by applicable law, the Company, and its Affiliated Parties shall not be liable to you for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, goodwill, use, data or other tangible or intangible losses or any other damages based on contract, tort, strict liability, infringement of intellectual property or theft or misappropriation of property or any other theory (even if the Company had been advised of the possibility of such damages), resulting from the Services and Offerings; the use or the inability to use the Services and Offerings; unauthorized access to or alteration of your transmissions or data; statements, content or conduct of any third party on the Services and Offerings; any actions the Company takes or fails to take as a result of Communications you send; human errors; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, latency, deletions or defects of any device or network, providers, or software (including, but not limited to, those that do not permit participation in the tools); any injury or damage to computer equipment; inability to fully access the Services and Offerings or any other website; theft, tampering, destruction, or unauthorized access to, images or other content of any kind; data that is processed late or incorrectly or is incomplete or lost; typographical, printing or other errors, or any combination thereof; or any other matter relating to the Services and Offerings. The Company, its Affiliated Parties, the Sellers, and the DAO will not be responsible or liable to you for any losses you incur as the result of your use of third party networks, systems, wallets, Internet services and mobile services, including but not limited to any losses, damages or claims arising from: user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions; server failure or data loss; corrupted wallet files; intellectual property infringement by the users; and/or unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, brute forcing, or other means of attack against the Services and Offerings.
  2. The Company hereby expressly disclaims all, and provides no, warranties, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, or non-infringement. Without limiting the generality of the foregoing, the Company does not represent or warrant to you that: (i) your access to or use of the Services or Offerings will meet your requirements, (ii) your access to or use of the Services or Offerings will be uninterrupted, timely, secure or free from error, (iii) usage data provided through the Services or Offerings will be accurate, (iii) the Services or Offerings are free of viruses or other harmful components, or (iv) that any data that you disclose when you use the Services or Offerings will be secure. You accept the inherent security risks of providing information and dealing online over the internet, and agree that the Company has no liability or responsibility for any breach of security unless it is due to its gross negligence.
  3. You expressly acknowledge, understand and agree that your participation in any offer, purchase, holding, using, sale, and/or transfer of Tokens and Digital Assets including but not limited to $CTZN tokens and NFTs, are at your sole risk and discretion, and that such transactions are made on an “AS IS” and on an “AS AVAILABLE” basis without any representations, warranties, promises or guarantees whatsoever of any kind by the Company, its Affiliated Parties and/or the Sellers. Prior to making any decision to engage in an offer, a purchase (whether through an intermediary or otherwise), and the holding, using, transferring and/or selling of such Tokens and Digital Assets, you shall conduct your own due diligence and rely only on your own examination and investigation thereof and shall assume all risks of such transactions.
  4. Changes in relevant laws and regulations in any jurisdictions in which we operate shall constitute a force majeure and the Seller will not be responsible for any result arising out of such changes in relevant laws and regulations.
  5. The Company, its Affiliated Parties, and/or the Sellers do not make and expressly disclaims all representations and warranties, express, implied or statutory; and with respect to the Services, Offerings and transactions involving Tokens and/or Digital Assets. The Company, its Affiliated Parties and/or the Sellers specifically do not represent and warrant and expressly disclaim any representation or warranty, express, implied or statutory, including without limitation, security, value, any representations or warranties of title, non-infringement, merchantability, usage, suitability or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent. In addition, the Company, its Affiliated Parties and/or the Sellers cannot and do not represent or warrant that any Tokens or Digital Assets are free of security vulnerabilities, viruses, errors, failures, bugs or loopholes which may be exploited by third parties, or other harmful components.
  6. None of our Services and Offerings, including transactions involving Tokens and/or Digital Assets are being structured or sold as securities or any other form of investment product. Accordingly, there is no representation or warranty of value, returns and/or profits from any transaction involving our Services and/or Offerings, including but not limited to transactions involving Tokens and/or Digital Assets including $CTZN tokens and NFTS.  None of the information presented in any of our materials, content, information and/or media is intended to form the basis for any investment decision, and no specific recommendations have been made. Save in the case of fraud or gross negligence, the Company, its Affiliates, and/or Sellers expressly disclaim any and all responsibility for any direct, indirect, special, incidental, consequential or exemplary loss or damage of any kind whatsoever arising directly or indirectly (including without limitation, those relating to loss of revenue, income or profits, loss of use of data, or damages for business interruption). 
  7. ‍For the avoidance of doubt, nothing in this Agreement shall limit your obligation (at law or otherwise) to mitigate your loss in respect of any claim you may have, and you shall not be entitled to recover damages in respect of any claim (as the case may be) if, and to the extent that, you have failed to mitigate your damages and/or already recovered damages in respect of the same fact or subject matter.
  8. You shall hold, and shall cause your affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all documents, information and correspondence concerning the offer, purchase, use, transfer and/or sale of any Tokens and/or Digital Assets furnished to you or your affiliates in connection with the transactions contemplated by this Agreement or any pre-contractual or post-contractual negotiations in connection therewith (including without limitation all commercial information such as sale price, number of tokens sold, discount [if any], as well as schedule for delivery of tokens), except to the extent that such information can be shown to have been (a) previously known on a non-confidential basis by you, (b) in the public domain disclosed without any fault on your part or later lawfully acquired by you from sources other than the Company, its Affiliates, and/or Sellers. Upon request by us, you shall, and shall cause your affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to us all documents and other materials, and all copies thereof, obtained by you or your affiliates in connection with this Agreement that are subject to such confidence.
  9. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT THE COMPANY, ITS AFFILIATED PARTIES, AND SELLERS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  10. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) THE SERVICES AND OFFERINGS OR ANY PORTION THEREOF, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO $500.
  11. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON YOUR REPRESENTATIONS AND WARRANTIES, YOUR ASSUMPTION OF ALL RISKS, AND YOUR AGREEMENT TO PERFORM AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY AND OTHER DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICES AND OFFERINGS TO YOU WITHOUT YOUR AGREEMENT TO PERFORM AND BE BOUND TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT. 
  12. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN THE EVENT OF A JURISDICTIONAL PROHIBITION ON LIMITATION OF LIABILITY, THE MAXIMUM AMOUNT YOU MY RECOVER IS $500.00 USD OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
  1. INDEMNITY

By agreeing to the terms and conditions of this Agreement, accessing the Services and Offerings, and/or engaging in an offer, purchase, usage, holding, sale and transfer of any Tokens and Digital Assets, you agree, to the fullest extent permitted by applicable law, to defend, indemnify, and hold harmless the Company, its Affiliated Parties, and any Sellers, including their respective past, present and future employees, officers, directors, contractors, consultants, advisors, equity holders, suppliers, vendors, service providers, related companies, affiliates, agents, representatives, predecessors, successors and assigns (“Indemnified Parties) from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), and other liabilities of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to the following:

  1. Your use or misuse of the Services and Offerings offered by the Indemnified Parties; 
  2. The use of any content, information, media and/or communications provided by you; 
  3. Your negligence or willful misconduct; 
  4. Your purchase, holding, usage, transfer, delivery, and/or sale any Tokens and Digital Assets, including the $CTZN tokens or NFTs;
  5. A breach of this Agreement including any of your responsibilities, obligations, representations and warranties under this Agreement; and
  6. Your violation of any rights of any other person or entity.
  1. RELEASE

To the fullest extent permitted by applicable law, you release the Seller and the other Indemnified Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any statute or common law principles 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.

  1. GOVERNING LAW 

These Terms will be governed by and construed and enforced in accordance with the laws of the British Virgin Islands, without regard to conflict of law rules or principles (whether of U.S.A or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

  1. ARBITRATION AND DISPUTE RESOLUTION

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with the Company, its Affiliates, and/or Sellers and limits the manner in which you can seek relief from said parties.

  1. You agree that any dispute or claim relating in any way to your access, use, or attempted access or use of the Services and Offerings or engaging in any transactions using or Services and Offerings, including but not limited to, the offer, purchase, holding, usage, transfer and sale of any Tokens or Digital Assets will be resolved by binding arbitration, except that the Company, its Affiliates, Sellers and/or you may seek equitable relief in court for infringement or other misuse of intellectual property rights (described above). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in the British Virgin Islands, administered by a mutually agreed upon arbitrator and conducted in English, rather than in court.
  2. The arbitrator shall have exclusive authority to (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including but not limited to any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you, the Company, its Affiliates, Sellers, and any other parties who have rights or obligations under this Agreement; (4) determine evidentiary and other procedures, (5) grant motions dispositive of all or part of any claim; and (6) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and this Agreement  (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and Totem.
  3. YOU UNDERSTAND THAT BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU AND THE COMPANY, ITS AFFILIATES, AND/OR SELLERS ARE EACH WAIVING THEIR RIGHT TO TRIAL BY JURY AND APPEAL, AND ARE FURTHER WAIVING THEIR RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BROUGHT, HEARD, ADMINISTERED, ARBITRATED, OR OTHERWISE RESOLVED ON A CLASS, COLLECTIVE, REPRESENTATIVE, AND/OR MASS ACTION. ONLY INDIVIDUAL RELIEF IS AVAILABLE AND DISPUTES OF MORE THAN ONE CLAIMANT CANNOT BE CONSOLIDATED OR ARBITRATED WITH THOSE OF OTHER CLAIMANTS, UNLESS AGREED TO IN WRITING BY THE COMPANY, ITS AFFILIATES, SELLERS AND/OR OTHER PARTIES SEEKING TO CONSOLIDATE ACTIONS.  
  4. If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect. 
  5. This Arbitration Agreement shall survive the termination of your relationship with the Company, its Affiliates, and/or Sellers.
  6. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). If you initiate the arbitration, you must provide the Company, its Affiliates, and/or Sellers, as may be applicable, with a copy of your Request by email at arbitrationt@totem.earth or through Company’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, and the email addresses associated with the applicable users Account(s); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the arbitration process set forth in this section; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.  
  7. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.  
  8. You and the Company, its Affiliates, and/or Sellers agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.  
  9. The arbitrator will be either a retired judge or an attorney licensed to practice law in the jurisdiction and venue where the arbitration is held and will be selected by the parties using the arbitration provider’s roster of available commercial arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) business days of delivery of the Request, then the arbitration provider will appoint the arbitrator in accordance with its rules.
  10. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose. If you or the Company, its Affiliates, and/or Sellers need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
  1. ASSIGNMENT

You may not assign, modify, or novate any rights, obligations, and/or licenses granted under this Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void. The Company, its Affiliates, and/or Sellers may assign or novate its rights and obligations under these Terms without your consent, and you agree to, at your own expense, take whatever action or execute any document which the Seller may require for the purpose of effecting any such assignment or novation by the Seller. The Company, its Affiliated Parties and Sellers reserve the right to assign our rights without restriction, including without limitation to any assign, acquiror, or to any successor in interest of any business associated with us. In the event that either, any or all of the Company, its Affiliated Parties and Sellers is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns

  1. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on our part, any right or remedy under this Agreement shall operate as a waiver of any such right or remedy. No single or partial exercise of any right or remedy prevents any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

  1. RELATIONSHIP OF THE PARTIES

The Company, its Affiliates, and/or Sellers each are acting as an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, agency, employment relationship, consulting relationship, or any other relationship providing you any rights or claims against, including any rights to contract, bind, settle, receive distributions, equity and/or payments from The Company, its Affiliates, and/or Sellers. 

  1. RIGHTS OF THIRD PARTIES

Except as otherwise provided in herein, the terms and conditions of this Agreement are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. Save for any Affiliated Parties who shall be entitled to enforce or enjoy the benefit of the terms of this Agreement, no person who is not a party to this Agreement shall have any rights to enforce or to enjoy the benefits of any terms of this Agreement.

  1. LANGUAGE

You acknowledge that, solely for convenience, these Terms may be translated into a language other than English, and that a copy of the English language version of these Terms has been provided to you (which you have read and understand). In the event of conflict or ambiguity between the English language version and translated versions of these Terms, the English language version shall prevail.

  1. SEVERABILITY

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

  1. TERMINATION

The Seller reserves the right to terminate the agreement, in its sole discretion, for no reason, or any reason, including but not limited to, in the event of a breach by you of this Agreement. Upon termination of these Terms:

  1. all of your rights under this Agreement immediately terminate;
  2. you will not entitled to any refund of any amount paid whatsoever, save in the case where these Terms are terminated by the Seller without any breach by you of these Terms; and
  3. The provisions relating to intellectual property ownership; confidentiality; licensure and use of your content, materials, communications and information; infringement claims; our disclaimer; your release, defense, hold harmless, indemnification provision;  assumption of risks provisions; arbitration; your representations and warranties; governing law; severability; compliance with law; and our ability to suspend or terminate your Account and access to our Services and Offerings will survive expiration or termination of this Agreement.

  1. ‍ NOTICES

Any notice under these Terms must be given in writing. We may provide notice to you through your notification email address. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. For any notice that requires an original document to be sent to us, you  will provide notice via mail or courier to Totem by post to Totem Ecosystems Limited, Floor 4, Willow House, Cricket Square Grand Cayman  KY1-9010 Cayman Islands Attn: General Counsel. Your notices to Totem will be deemed given upon receipt by the Company.  Unless physical notice is required, please use the emails provided as specified above for the most efficient responses.  For all other and general notices, please contact us as support@totem.earth. 

  1.  ENTIRE AGREEMENT

These Terms, including the documents and material incorporated by reference, constitute the entire agreement between you and the Seller and supersedes all prior or contemporaneous agreements and understandings (including without limitation the Whitepaper, the Website or any other marketing material), both written and oral, between you and the Seller. The Seller may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If the Seller makes changes, it will as soon as practicable post the amended Terms at the Website. The amended Terms will be effective immediately. It is your responsibility to regularly check the Website for any such amendments.