Terms & Conditions

Date of Initial Publication: July 1, 2021

Last Updated: September 1, 2021

NOTICE: NO PRODUCT WILL BE REDEEMED WITHOUT CLUBRARE COLLECTING FULL KYC (KNOW YOUR CUSTOMER) INFORMATION AND ANY OTHER INFORMATION REQUIRED BY STATUTES OR REGULATIONS APPLYING AT THE TIME. PLEASE FIND BELOW THE TERMS AND CONDITIONS GOVERNING THE CLUBRARE OFFERINGS, INCLUDING:

• ACCESSING, DOWNLOADING, OR USING ANY OF THE CLUBRARE APPS;

• CREATING ANY COLLECTIBLE ON THE CLUBRARE APPS OR TRADING, BUYING, SELLING, TRANSFERRING, OR RECEIVING ANY COLLECTIBLE THAT WAS CREATED ON THE CLUBRARE APPS;

• USING, SENDING TOKENS TO, RECEIVING TOKENS FROM, SENDING MESSAGES TO OR OTHERWISE TRANSACTING WITH THE CLUBRARE DEX SYSTEM;

• USING, TRANSFERRING, VOTING, BUYING, SELLING, OR RECEIVING THE AGOV TOKEN; OR

• PARTICIPATING IN THE AGOV DAO OR ACCESSING OR USING AGOV GOVERNANCE MODULE.

These Terms (“Terms”) are established by Vitalhint Hongkong Limited (“VHL”) to administer the Offering. By performing any of the aforementioned activities, you are deemed to be the binding "User" of these Terms. If you have any questions or concerns, please contact us at [e-mail].

1. DEFINITION

1.1. CERTAIN DEFINED TERMS AND RELATED INFORMATION

1.1.1. NFTs and Collectibles.

• NFT

“NFTs” means 1) Ethereum-based tokens complying with the Klaytn-based tokens complying with the KIP-17 standard, KIP-37 standard, the ERC-721 standard, ERC-1155 standard, or other similar “non-fungible” token standard. NFTs are intended to be “non-fungible” tokens representing a unique Collectible; however, certain NFTs may be fungible with one another (i.e., all such NFTs are associated with the same Collectible Metadata) while being non-fungible with other NFTs (i.e., such NFTs are associated with different Collectible Metadata).

• Collectibles

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

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

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

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

1.1.2. Offerings.

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

(b) “AGOV” means the tokens with string constant public name “ClubRare” and string constant public symbol “AGOV,” Each AGOV entitles the holder to one vote per proposal in the AGOV DAO.

(c) “VHL” means ClubRare Inc., a Delaware corporation.

(d) “AGOV DAO” means the unincorporated association of AGOV holders.

(e) “ClubRare DEX System” means the bytecodes (aka “smart contracts”) for creating, buying, selling, and transferring NFTs and Collectibles that are officially supported in the ClubRare Apps, as they may be modified or supplemented from time to time pursuant.

(f) “ClubRare Governance Module” means the websites, forums, technologies, and methods established from time to time by VHL for the coordination, voting, and other official activities of AGOV holders in connection with the AGOV DAO.

(g) “ClubRare Platform” means the ClubRare Apps and ClubRare DEX System, collectively.

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

1.2. CERTAIN GENERAL TERMS

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

1.2.2. ClubRare May Discontinue Offerings. VHL shall have the right at any time to change or discontinue any or all aspects or features of the Offerings.

1.2.3. ClubRare May Deny Access to or Use of the Offerings. VHL reserves the right to terminate a User’s access to or use of any or all of the Offerings at any time, without or without notice, for violation of these Terms or for any other reason, or based on the discretion of VHL. VHL reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in ClubRare’s Company sole discretion. Collectibles or other materials uploaded to the Offerings may be subject to limitations on usage, reproduction, and/or dissemination; Users are responsible for adhering to such limitations if they acquire a Collectible. Users must always use caution when giving out any personally identifiable information through any of the Offerings. VHL does not control or endorse the content, messages, or information found in any Offerings, and VHL specifically disclaims any liability with regard to the Offerings and any actions resulting from any User’s participation in any Offerings. 1.2.4 Monitoring. VHL shall have the right, but not the obligation, to monitor the content of the Offerings, to determine compliance with this TOU and any operating rules established by VHL and to satisfy any law, regulation or authorized government request. VHL shall have the right in its sole discretion to edit, refuse to post, or remove any material submitted to or posted through the Offerings. Without limiting the foregoing, VHL shall have the right to remove any material that VHL, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

2. SERVICES, THE CLUBRARE APPS, AND THE CLUBRARE DEX SYSTEM

The company provides the following services:

2.1. Goods Trading Service and Redeemable NFT

The goods transaction service refers to a service that provides an online cyber marketplace so that the company can make purchases and purchases of goods between members according to the self-determination of each member. Users of ClubRare can create tokens that are linked to a single product and sell tokens on services and other platforms operated by ClubRare.

2.2. Provide transaction activation service

It refers to all services and related supplementary services that provide a way for potential traders to access goods and member information (transaction information, comment writing, wish, etc.) through external and internal SNS.

2.3. Mobile service

The mobile service provides an online cyber marketplace so that the company can trade mobile service products between users based on each user's self-determination. Service that provides The company does not act on behalf of mobile service transactions for the provision of mobile services.

2.4. Redeemable NFT issued under the name of ClubRare

2.4.1. Overview

ClubRare creates tokens that are linked to a single product and sell tokens on services and other platforms conducted by ClubRare for products obtained by consignment or purchase.

Tokens are typically auctioned, similar to popular luxury goods auction sites. It may be sold at a fixed price.

The goods themselves are stored in a safe in a facility that has limited access to Samseong-dong, Gangnam-gu, Seoul, Korea. Tokens may be subject to multiple changes in ownership but can be redeemed at any time for the goods themselves.

2.4.2. Before the sale

• Condition

(i) The condition of products can vary widely due to factors such as age, previous damage, restoration, repair, and wear and tear. Their nature means that they will rarely be in perfect condition. Products are sold “as is,” in the condition, and they are in at the time of the sale, without any representation or warranty.

(ii) Any reference to condition in the Sale Particulars or in a condition report will not amount to a full description of condition, and images may not show the condition of a product clearly. Colors and shades may look different on the screen from how they look on physical inspection. Condition reports may be available to help you evaluate the condition of a product. Condition reports are provided free of charge as a convenience to our buyers and are for guidance only. They offer our opinion, but they may not refer to all faults, inherent defects, restoration, alteration, or adaptation because our staff is not professional restorers or conservators. For that reason, they are not an alternative to taking your own professional advice. It is your responsibility to ensure that you have requested, received, and considered any condition report.

• Watches & Clock

(i) Almost all clocks and watches are repaired in their lifetime and may include parts that are not original. We do not give a warranty that any individual component of any watch or clock is authentic. Watchbands described as “associated” are not part of the original watch and may not be authentic. Clocks may be sold without pendulums, weights, or keys.

(ii) As collectors’ watches and clocks often have very fine and complex mechanisms, you are responsible for any general service, change of battery, or further repair work that may be necessary. We do not give a warranty that any watch or clock is in good working order. Certificates are not available unless described in the Sale Particulars.

(iii) Most watches have been opened to find out the type and quality of movement. For that reason, watches with water-resistant cases may not be waterproof, and we recommend you have them checked by a competent watchmaker before use.

2.4.3. After the sale

(a) HOW AN CLURARE NFT TOKEN IS REDEEMED FOR THE DIAMOND IT IS CONNECTED TO

(i) Token owner ("redeemer") who chooses to redeem the token, email "[e-mail]". Redeemer is presented with an online form that obtains the necessary information from the redeemer, including name, address, email address, tax resale certificate if applicable, shipping preferences, and other information necessary for delivering the product INCLUDING ALL REQUIRED KYC INFORMATION.ClubRare products are not sold or exchanged to prohibited persons. For more information on this, see section E.2.

ClubRare will review the collected information, and the review schedule for the collected information will take 7 to 10 business days.

(ii) If there is an amount to be paid to ClubRare by the redeemer, calculate the remaining payment required. If the redeemer has any remaining payments to pay to ClubRare, ClubRare sends an email to the redeemer, which includes the date window to be redeemed with the specified fees and the acceptable payment method (PayPal, Crypto, credit card, etc.) in use by ClubRare at that time. If you pay the required amount within the date window and send the token back to ClubRare or its agent, ClubRare can either ship the product to the redeemer or pick-up if the ClubRare specifies that Pick-up is possible. The product will arrive with an appraisal report.

If the redeemer does not have any remaining payments to ClubRare, after completing the KYC, if the token itself is sent to the address provided by ClubRare, ClubRare can ship the goods to the redeemer or pick-up if ClubRare states that Pick-up is possible. The product will arrive with an appraisal report.

Note: ClubRare has no obligation to the Redeemer until and unless all the above conditions have been fulfilled.

(iii) After all that, Clubrare will burn the Token.

(b) Refund

(i) NFT issued under ClubRare's name is non-refundable, regardless of whether the redeem has proceeded or not, except in the following exceptions:

• In case it is found that the original product of the relevant product is fake or not, the product may be questioned whether it is genuine or not.

• If the condition of the product is so damaged that it cannot function properly at the time of receipt of the product after the lead.

(c) STORAGE FEES

(i) ClubRare has a free archive policy in place until March 2022, including presale events.

(ii) If storage charges are incurred after March 2022, the following may occur: The storage fee is free for a year from the time of the first purchase of the token. A year after the first purchase of a token occurs, it can be associated with a certain amount of storage charge each year. If a storage fee is incurred, it must be paid before the goods are shipped from the storage. Everyone who wants to purchase a token must check the metadata of that token to see if there is a total fee currently incurred. Anyone who owns a token can contact ClubRare at any time to pay for the storage, but it is not mandatory.

(d) TRANSPORT AND SHIPPING

(i) Check the purchase details carefully and the contents of the package upon receipt. Upon receipt (within 2 days of receipt), contact [e-mail] if you have any problems with your product.

(ii) It is very rare for packaging to be lost or damaged during international shipment. If your parcel is lost or damaged during international shipping, you must submit the following: Claim within 14 days of delivery or within 14 days of receipt of delivery confirmation. Contact [e-mail] to file a claim for loss or otherwise.

3. NEWLY-MINTED TOKENS VS. SECONDARY-MARKET TOKENS

3.1. NFT of users using the ClubRare service.

Users can sell NFTs at reasonable prices. ClubRare is not involved in pricing at all, and its NFTs can be offered at any price in the Secondary Market.

3.2. Redeemable NFT issued under the name of ClubRare

A Newly-Minted ClubRare NFT Token is one that is offered for sale by ClubRare itself. Secondary-Market is a ClubRare NFT token offered for sale by someone other than ClubRare. Buyers should be aware of the slight difference.

ClubRare sets the price by referring to the initial selling price of the item to the current market price when the token is first issued. A secondary market Token could be offered at any price—this is outside ClubRare’s control.

4. FEES, COMMISSIONS, ROYALTIES, AND OTHER CHARGES

4.1. Fees. Creating, buying, selling, or transferring Collectibles may be subject to fees, commissions, royalties, and other charges (“Fees”) established from time to time at the sole discretion of VHL, a Collectible creator, or participants in the Ethereum ecosystem.

On the date of the initial publication of these Terms, Fees include:

4.2. "Service fees" may be adjusted from time to time at the sole discretion of VHL.

4.3. "Royalty" is set in the sole discretion of the Collectible creator and may range from 0% to 100%; in the event that a User acquires a Collectible with a 100% commission, the User will be unable to collect any proceeds of a sale of that Collectible on the ClubRare Platform.

4.4. “Gas” fees paid to Ethereum miners in ETH through Users’ independent wallet applications as consideration for mining the Users’ transactions.

5. ACCEPTABLE & PROHIBITED USES OF THE OFFERINGS

5.1. Acceptable Uses.

The ClubRare Platform and other Offerings are reserved exclusively for lawful consumer entertainment, artistic purposes, and trade of goods according to each user's self-determination. (the “Permitted Uses”).

5.2. Prohibited Uses.

Users must not, directly or indirectly:

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

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

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

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

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

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

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

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

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

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

(k) engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including: (i) trading a Collectible at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Collectible, unduly or improperly influencing the market price for such Collectible or establishing a price which does not reflect the true state of the market in such Collectible; (ii) for the purpose of creating or inducing a false or misleading appearance of activity in a Collectible or creating or inducing a false or misleading appearance with respect to the market in a Collectible: (A) executing or causing the execution of any transaction in a Collectible which involves no material change in the beneficial ownership thereof; or (B) entering any order for the purchase or sale of a Collectible with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Collectible, has been or will be entered by or for the same or different parties; or (iii) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Collectible;

(l) utilize the Offerings to transact in securities, commodities futures, trading of commodities on a leveraged, margined, or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings, or other similar transactions;

(m) utilize the random posting only for the advertisement of personal products;

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

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

6. THE AGOV DAO & AGOV VOTING

6.1. Purposes of AGOV DAO.

VHL established the ClubRare DAO to foster community among the artists, collectors, traders, and other users of the ClubRare Platform (the “ClubRare Community”) and provide them with a voice in how the ClubRare Platform is run, maintained, marketed, improved, and otherwise governed (“Governance Decisions”).

6.2. Purposes of AGOV.

AGOV is intended to be utilized by the ClubRare Community to participate in the AGOV DAO, including voting on proposed Governance Decisions (“Governance Proposals”). AGOV may from time to time be given additional uses as determined by VHL (in non-binding consultation with the AGOV DAO) (during the Signaling Era (as defined below)) or by the AGOV DAO alone (during the Autonomous Era (as defined below)).

6.3. Evolution of ClubRare DAO.

The ClubRare DAO is intended to increase its autonomy and responsibility for influencing Governance Decisions over time. The anticipated evolution of the ClubRare DAO will be divided into two main periods or ‘eras’:

(a) Signaling Era. The “Signaling Era” began on the date AGOV was first distributed to the ClubRare Community and currently remains ongoing. During the Signaling Era, VHL will retain ultimate operational and governance authority over the ClubRare Platform while consulting in its discretion with the AGOV DAO regarding potential Governance Decisions (expressed as Governance Proposals made by VHL to the AGOV DAO) expected to have material directly impacts on the interests of the ClubRare Community. During the Signaling Era, the actions and determinations of the AGOV DAO will be treated as non-binding, advisory signals to VHL regarding the will and interests of the ClubRare Community, but will not be obligated to support or comply with the actions and determinations of the AGOV DAO. Nevertheless, VHL currently anticipates abiding by the AGOV DAO’s majority-supported determinations regarding Governance Proposals that are made by VHL during the Signaling Era, provided that the resulting Governance Decisions would not reasonably be expected to result in a violation of applicable legal requirement or have a material adverse impact on the ClubRare Platform or VHL. VHL will in good faith, consider the merits of any such Governance Proposal that receives majority support of the AGOV DAO during the Signaling Era, but VHL cannot currently anticipate the likelihood that VHL will choose to support or give effect to such independent Governance Proposals.

(b) Autonomous Era. During the “Autonomous Era,” to the maximum extent reasonably practicable, except as may be limited by applicable legal requirements, the AGOV DAO will have exclusive ultimate authority to make Governance Decisions, including the determination of the smart contracts utilized in the ClubRare DEX System, the amount and types of fees to be charged to users of the ClubRare Platform and the use of such fees for funding the operation and maintenance by VHL of the ClubRare Apps or the operation and maintenance by other entities or persons of alternative applications for interacting with the ClubRare DEX System. The transition to the "Autonomous Era" will occur at a time determined at the sole discretion of VHL, following the confirmation of the AGOV DAO that it is ready to assume full responsibility for future governance decisions. Currently, VHL expects that at least the following technologies, measures, conditions, and agreements should be initialized and tested before the era of autonomy begins.

6.4. Certain Eligibility Requirements of AGOV Recipients.

VHL shall not be required or obligated to distribute any AGOV (out of the AirDropSupply, MiningSupply, or otherwise) to, or honor the voting or other rights of AGOV held by, any person who, as determined in the sole and absolute discretion of VHL, directly or indirectly, in connection with the use of the ClubRare Platform, ClubRare Apps, ClubRare DEX System, AGOV DAO, AGOV or any transactions involving NFTs or Collectibles, has violated these Terms. Examples of disqualifying events include engaging in front- running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or other fraudulent, deceptive, or manipulative trading activities, or engaging in or facilitating ICOs or other financing transactions, for the purpose of increasing such user’s AGOV rewards or otherwise.

7. REPRESENTATIONS AND WARRANTIES OF AGOV RECIPIENTS

7.1. ClubRare's

OTHER THAN A COMMITMENT TO PERFORM THE SERVICES AS DESCRIBED WITHIN THIS TERMS AND CONDITIONS DOCUMENT, CLUB. RARE MAKES NO WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED, OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. ANY WARRANTIES THAT MAY OTHERWISE RESULT FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE ARE ALSO EXPRESSLY DISCLAIMED. CLUBRARE DOES NOT WARRANT THAT THE SERVICES IT PERFORMS, OR THE TOKENS IT SELLS, WILL MEET THE CLIENT’S NEEDS

7.2. Your WARRANTIES

Each User hereby represents and warrants to VHL that the following statements and information are accurate and complete at all relevant times. In the event that any such statement or information becomes untrue as to a User, User shall immediately divest and cease using all AGOV and cease accessing and using all other Offerings.

7.2.1. Status. If the User is an individual, User is of legal age in the jurisdiction in which User resides (and in any event is older than thirteen years of age) and is of sound mind. If User is a business entity, User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.

7.2.2. Power and Authority. The user has all requisite capacity, power, and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitute a legal, valid, and binding obligation of User enforceable against User in accordance with its terms.

7.2.3. Absence of Sanctions. User is not, (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to the government such as the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of a User home country.

User is not (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, the Crimea region (including Sevastopol) or any other country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo.

The tokens or other funds a User uses to participate in the ClubRare Platform or acquire Collectibles or AGOV are not derived from and do not otherwise represent the proceeds of any activities done in violation or contravention of any law.

7.2.4. No Claim, Loan, Ownership Interest, or Investment Purpose. User understands and agrees that the User’s purchase, sale, holding, receipt, and use of AGOV and the other Offerings does not:

(a) represent or constitute a loan or a contribution of capital to, or other investment in VHL or any business or venture;

(b) provide User with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in, VHL or any other business or venture; and

(c) create or imply or entitle User to the benefits of any fiduciary or other agency relationship between VHL or any of its directors, officers, employees, agents, or affiliates, on the one hand, and User, on the other hand. User is not entering into these Terms or buying, selling, holding, receiving, or using AGOV for the purpose of making an investment with respect to VHL or its securities but solely wishes to use the ClubRare Platform for its intended purposes and participate in the AGOV DAO in order to participate in the protection and improvement of the use and enjoyment of the ClubRare Platform for such purposes.

User understands and agrees that VHL will not accept or take custody over any Collectibles, AGOV, cryptocurrencies, or other assets of User and has no responsibility or control over the foregoing.

7.2.5. Not related to criminal activity. You warrant that the funds used for settlement are not connected with any criminal activity, including tax evasion, and you are neither under investigation nor have you been charged with or convicted of money laundering, terrorist activities, or other crimes. Where you are bidding on behalf of another person, you warrant that:

You have conducted appropriate customer due diligence on the ultimate buyer(s) of the product(s) in accordance with all applicable anti-money laundering and sanctions laws, consent to us relying on this due diligence, and you will retain for a period of not less than 1 years the documentation evidencing the due diligence. You will make such documentation promptly available for immediate inspection by an independent third-party auditor upon our written request to do so; the arrangements between you and the ultimate buyer(s) in relation to the product or otherwise do not, in whole or in part, facilitate tax crimes; you do not know, and have no reason to suspect, that the funds used for settlement are connected with, the proceeds of any criminal activity, including tax evasion, or that the ultimate buyer(s) are under investigation, or have been charged with or convicted of money laundering, terrorist activities or other crimes.

7.2.6. Non-Reliance. The user is knowledgeable, experienced, and sophisticated in using and evaluating blockchain and related technologies and assets, including Ethereum, NFTs, Collectibles, and “smart contracts” (bytecode deployed to Ethereum or another blockchain). User has conducted its own thorough independent investigation and analysis of the ClubRare Platform, AGOV, and the other matters contemplated by these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of VHL in connection therewith, except as expressly set forth by VHL in these Terms.

7.3. Disclaimer of Additional Warranties

We are not responsible to you for any reason (whether for breaking these Conditions of Sale or any other matter relating to your purchase of, or bid for, any product) other than in the event of fraud or fraudulent misrepresentation by us or other than as expressly set out in these Conditions of Sale. We are not responsible to you for any reason to give any representation, warranty, or guarantee or assume any liability of any kind in respect of any product with regard to merchantability, fitness for a particular purpose, description, size, quality, condition, attribution, authenticity, rarity, importance, medium, provenance, exhibition history, literature, or historical relevance. Except as required by local law, any warranty of any kind is excluded by this paragraph.

8. RISKS, DISCLAIMERS, AND LIMITATIONS OF LIABILITY

8.1. No Consequential, Incidental, or Punitive Damages. Notwithstanding anything to the contrary contained in these Terms, VHL shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty, or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not VHL has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted. In no event shall either party (ClubRare or Owner) be liable to the other party for lost profits, or incidental, exemplary, special, or consequential damages, even if the party has been advised of the possibility of such damages. ClubRare shall not be liable for any claim or demand made against Owner by any third party except to the extent such claim or demand relates to rights conferred to Owner under these Terms and Conditions.

8.2. Events outside the control of ClubRare’s or the ClubRare's Seller. Neither ClubRare, you, nor ClubRare's seller will be responsible for any failure to meet any obligation which we, you, or the seller has under these Conditions of Sale or under the Sale Particulars caused by circumstances beyond our, your or the seller’s reasonable control. This includes, but is not limited to strikes, lock-outs, fire, flood, natural disasters, war, armed conflict, terrorist attacks, and nuclear and chemical contamination.

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

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

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

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

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

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

8.9. Certain Uses and Risks of Blockchain Technologies

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

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

(c) Certain Risks of Smart Contract Technology. Collectibles, AGOV, and other digital assets relevant to the ClubRare Platform depend on the ClubRare DEX System or other smart contracts deployed to Ethereum or Klaytn, some of which may be coded or deployed by persons other than VHL. Once deployed to Ethereum, the code of smart contracts, including the ClubRare DEX System, cannot be modified. In the event that the ClubRare DEX System or other smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Ethereum or Klaytn, Users may be exposed to a risk of total loss and forfeiture of all Collectibles, AGOV and other relevant digital assets. VHL assumes no liability or responsibility for any of the foregoing matters, except as otherwise expressly provided by these Terms or required by applicable law.

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

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

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

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

(h) Required Third-Party Software Dependencies. The ClubRare DEX system and other smart contracts deployed on Ethereum can be accessed or interacted with directly via Ethereum nodes (e.g. Infura) or via a compatible Ethereum “wallet” application (e.g. web browser plugin Metamask) or Klaytn. The ClubRare DEX system and other smart contracts deployed on the public software utility can be accessed either directly through Klaytn nodes (e.g. Cypress) or indirectly through compatible Klaytn “wallet” applications (e.g. Kaikas) that interact with it. Although you do not need to use the ClubRare app to interact with the ClubRare DEX system, the ClubRare app provides a convenient and user-friendly way to read and display data (including collectible metadata) from the ClubRare DEX system and generate compatible standard transactional messages. ClubRare DEX System As the ClubRare platform does not provide any Ethereum wallet software or Ethereum nodes, Klaytn wallet software or Klaytn nodes, such software constitutes essential third-party or user dependencies, without which the ClubRare platform cannot be utilized, and NFTs, collectibles, AGOV, and other related digital assets may not be traded or used. Additionally, the Collectible Descriptor that defines the art and text associated with the Collectible must be stored outside of Ethereum or Klaytn. Collectibles created by ClubRare have descriptors stored in IPFS systems through IPFS nodes operated by VHL or VHL's partners, but VHL cannot guarantee the continued operation of these IPFS nodes or the data integrity and persistence of IPFS.

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

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

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

9. RESOLVING DISPUTES

9.1. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

9.2. Any dispute, controversy, difference, or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach, or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.

10. ENTIRE AGREEMENT

These Terms and Conditions (“Agreement”) is the sole and entire Agreement between the parties relating to such subject matter and supersedes any prior agreements.

11. Copyright

11.1. It owns the copyright on all images, pictures, and documents published and produced in the name of Presale Events or ClubRare, and ClubRare.

11.2. If you use ClubRare and other sellers' ClubRare services after presale to create an NFT, all other trademarks, images, illustrations, and documentation shown in the offering, and NFT is the property of the respective owners.

12. MODIFICATION TO TERMS AND CONDITIONS

ClubRare fees, business processes, and standard policies may evolve over time. Notifications about it are known through the ClubRare community channel and ClubRare's official website at https://clubrare.com. For specifications, ClubRare can notify owners of significant changes that have occurred or are about to change. Notwithstanding the above, ClubRare shall not change its terms and conditions in a way that has a significant and negative impact on its relationship with the owner or that is detrimental to the value of the token set forth herein (unless required by a change of jurisdiction, permanent law or regulatory environment).

13. ASSIGNMENT AND TRANSFER OF TOKEN OWNERSHIP

These Terms and Conditions apply to any owner of the ClubRare Token, whether it was purchased as a newly-issued Token, or a secondary-market Token. The owner of the Token accepts these Terms and Conditions at the time the title to the Token has received a process governed by transfer as recorded in the Ethereum blockchain or Klaytn blockchain.

14. SEVERABILITY

If a court finds any provision of these Terms and Conditions invalid or unenforceable, the provision will be restated to best carry out the parties’ intent.