Terms of Service

Introduction

Welcome to the ODINBOT website, https://www.odinaibot.art (the "Website"), owned and operated by Toniq Inc. ("Toniq", "Company", "we", "us" or "our"). These Terms of Service (these "Terms") govern your access to and use of the Website; including without limitation the creation, minting, purchase, sale, bidding on, exchange, browsing, display, modification of or otherwise transacting with certain digital assets, our online and/or mobile services, and any content, software, tools, features or functionalities provided on or in connection with those services (collectively, the "Service").

THESE TERMS ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ THEM CAREFULLY. WE WANT TO LET YOU KNOW THAT SECTION 15 OF THE TERMS INCLUDES AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION CLAUSE AS EXPLAINED IN SECTION 15: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS. PLEASE READ SECTION 15 CAREFULLY.

BY ACCESSING AND/OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE.

If you do not understand or agree to these Terms, please do not use the Services.

Because we have a growing number of services, we sometimes need to describe additional terms for specific services. Those additional terms and conditions, which are available with the relevant services, then become part of your agreement with us if you use those services.

1. The Services

The Services provide a decentralized peer-to-peer marketplace (the "Marketplace") via the Internet Computer blockchain (the "IC Platform") which provides you with the opportunity to create, mint, browse, showcase, purchase, sell, bid on, collect, trade, and otherwise transact Crypto Assets (as defined hereinafter). "Crypto Assets" refers to non-fungible tokens, bitcoin ordinals, fungible tokens, or similar digital items or assets implemented on the IC Platform, which may use smart contracts to link or otherwise be associated with certain Content or other data. The Crypto Asset is separate and distinct from the Content or any other third party intellectual property with which it may be linked or associated. We collect revenue on the Marketplace via transaction fees and other applicable fees, which we display when you interact with the Marketplace. We reserve the right to be the final decision maker on any disputes arising from purchases via the Marketplace, including in connection with any auctions or other purchase methods.

By minting, providing, showcasing, offering for sale, or selling a Crypto Asset through the Marketplace, you hereby represent and warrant that you are legally authorized by the intellectual property owner of the digital media or art associated with such Crypto Asset ("Crypto Asset Media") to display such Crypto Asset on the Services, and to mint, provide or sell such Crypto Asset via the Marketplace. Toniq has no obligation or liability to you for keeping, storing or helping you recover any Crypto Asset Media associated with your Crypto Asset.

When you purchase or acquire a Crypto Asset, you own the Crypto Asset that is associated with certain Crypto Asset Media, but your right in any intellectual property rights in such Crypto Asset Media is solely as may be set forth in any license grants or terms of sale designated by the owner of the Crypto Asset Media. Under default copyright law, your purchase of a Crypto Asset does not automatically give you the right to publicly display, perform, distribute, sell or otherwise reproduce the Crypto Asset Media associated with such Crypto Asset for any commercial purpose, unless the creator of such Crypto Asset has expressly granted the Crypto Asset holder that right. In certain cases, we may help to evaluate or provide you with information about a seller of a third party Crypto Asset or the terms of sale made available by the seller or creator of such Crypto Asset. However, such information is for informational purposes only. Notwithstanding indicators and messages that suggest verification, we make no claims, guarantees, or promises about the identity, legitimacy, or authenticity of Crypto Assets on the Marketplace. You bear full responsibility for verifying the identity, authenticity, and legitimacy of any Crypto Asset you purchase on the Marketplace.

We are not a broker, money transmitter, financial institution, or creditor. The Services and Marketplace are an administrative platform only. We facilitate trades among a diverse community of buyers and sellers via the Marketplace, and excluding Crypto Assets that we may mint and sell directly to the public, we are not a party to any agreement between the buyer and seller of a Crypto Asset created by a third party on the Marketplace.

All transactions for Crypto Assets initiated through our Services require you to use self-custodial digital wallets ("Wallets"), such as Xverse, Leather, Unisat, Web3Auth, or NFID. You are solely responsible for keeping your Wallet and any private keys necessary to decrypt your Wallet secure and you should never share your Wallet seed phrase or private keys with anyone else via the Services. We have no ability to help you access or recover your private keys for your Wallet, and we do not custody any Crypto Asset for you. By using such Wallets to conduct transactions via the Services, you agree that you are governed by the terms of service and privacy policy for the applicable Wallets, and that Toniq has no responsibility, liability or responsibility to you in any way arising from your use of such Wallets, including for any security failures or other errors or failures of such Wallets.

The Services permit you to receive, purchase, sell, create, mint and transact in certain digital or physical products or services through the Services, including Crypto Assets and other offerings (collectively, "Offerings"). We may, at any time, revise or change the availability, descriptions or features of any Offerings offered directly by us. While we attempt to be as accurate as we can in our descriptions for any Offerings offered directly by us, we do not warrant that Offering descriptions are accurate, complete, reliable, current, or error-free. The inclusion of any Offerings for purchase through the Services at a particular time does not imply or warrant that the Offerings will be available at any other time. You acknowledge and agree that all payment information you provide with regards to a purchase of Offerings, is accurate, current, and complete. When you purchase Offerings, you agree to pay the price for such Offerings as set forth in the applicable listing for the Offering, and all processing fees, network fees (including gas fees), other transaction fees, handling charges, and all applicable taxes in connection with your purchase (the "Full Purchase Amount"). All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. In certain cases, your transaction may not be successful due to an error with the blockchain that is recording the transaction. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions. When you purchase a Crypto Asset via the Services, you bear full responsibility for verifying the authenticity, legitimacy, and identity of any such Crypto Asset. We make no guarantees or promises about the authenticity, legitimacy, or identity of any Crypto Asset on the Marketplace.

Crypto Assets may be sold on the Marketplace as part of an auction. As soon as you place and confirm your bid amount, you agree that you may not be able to amend, retract or revoke your bid. We are not responsible for any errors made in your bidding.

There are no refunds available for any Offerings or other Crypto Assets or other items made available on the Services.

2. Accounts and Access

You must provide all equipment and software necessary to connect to the Service and services, including but not limited to, a mobile device that is suitable to connect with and use Service and services, in cases where the Service offers a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service or services.

Notwithstanding anything to the contrary in these Terms, the Service and Content may include software components provided by Toniq or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components. For example, when you click to get more details about any of the Crypto Assets sold through our marketplace, you might notice a third party link to a website from which such Crypto Asset originated, if and as applicable. Such website may include license terms governing the use of such Crypto Asset. In the event you purchase such Crypto Asset through our marketplace, you are required to comply with such terms.

We may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering, or for counteracting financing of terrorism. We may also require you to provide additional information and documents in cases where we have reasons to believe that: (i) your account or your Wallet is being used for illegal money laundering or for any other illegal activity, (ii) you have concealed or reported false identification information and other details, or (iii) transactions effected via your use of the Services were made in breach of these Terms.

3. Ownership

Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the ODINBOT logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Content") are the proprietary property of Toniq or our affiliates, licensors or users, as applicable.

Notwithstanding anything to the contrary in these Terms, the Service and Content may include software components provided by Toniq or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.

The ODINBOT logo and any Toniq product or service names, logos or slogans that may appear on the Service or Service are trademarks of Toniq or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other "hidden text" utilizing "Odin" "Odin Fun" "ODINBOT" or any other name, trademark or product or service name of Toniq or our affiliates without our prior written permission. In addition, the look and feel of the Service and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Toniq and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other third party trademarks, registered trademarks, product names and Toniq names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Toniq.

15. ARBITRATION AND CLASS ACTION WAIVER

Informal Process First. You agree that in the event of any dispute between you and the Toniq Parties, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.

Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to your use of the Company's services and/or products, including the Services and Marketplace, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in "small claims" court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.

23. Severability

If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.