TERMS & SERVICES

Last Updated: 2022-06-15 12:00:16


USERS TERMS AND CONDITIONS
 
These terms and conditions under this agreement (this “Agreement” or “Terms”) is intended to be legally binding between RARE DRAM LIMITED, a limited liability company incorporated in Hong Kong (also known as “RAREDRAM”) and you (hereinafter referred to as “you”, “your” or the “User”) for your access and use of our Services (hereinafter defined) provided through the RAREDRAM platform (“We” or the “Platform” or “RAREDRAM Platform”) upon the terms and conditions under this Agreement. By accessing or using the Platform you are accepting these terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of these terms, you are prohibited from accessing, using or transacting on the Platform. You should take time to read these Terms carefully and thoroughly.To be eligible to use the Platform and Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity in your jurisdiction). By accessing or using the Platform and Services you represent and warrant that you are 18 or older.
 
PLEASE READ THIS AGREEMENT CAREFULLY
 
1.GENERAL
 
1.1.By signing up to use an Account (as defined below) through the Platform and websites made available through the Platform, you agree to comply with and be legally bound by these Terms. If you do not agree to any of the terms set forth in these Terms, or any subsequent modification to these Terms, you may not access or use any of the Services and must cancel your Account immediately.
 
1.2.Our Privacy Policy and any other mandatory policies can be accessed on https://test.raredram.io/ or other agreements entered into separately between us are considered an integral part of these Terms and have the same legal effect. Your use of the Platform and the Services is conditional on the acceptance of all supplementary terms as may from time to time be published on the Platform.
 
1.3.We may amend or modify these Terms at our discretion at any time by posting such amended or modified Terms on the Website. Any and all modifications or changes will become effective upon publication and the User agrees and acknowledges that we will not explicitly notify the User about the possible amendments and modifications. By continuing to access the Platform or use the Services once the revised Terms are effective, you agree to be bound by such Terms.
 
1.4.You agree not to gain unauthorized access to the Platform or Services, or any Account, computer system or network connected to the Platform or otherwise, for example, through hacking, password mining or any other illicit means.
 
2.DEFINITIONS
 
2.1.The following terms shall have, for the purposes of this Agreement, the following meaning:
 
“Account”
shall have the meaning under Clause 9.
“AML”
means Anti Money Laundering clause, which refers to the laws, regulations and procedures intended to prevent individuals from disguising illegally obtained funds as legitimate income
“Brand Name”
means any and all Intellectual Property Rights subsisting in or pertaining to the Physical Products
“Business Partner”
means any third parties’ company, affiliate, supplier, organization, contractor, or subcontractor that are in cooperation with RAREDRAM
“Bottled Whisky”
shall have the definition under Clause 6.2(b)
“Cask”
means the oak wood barrel, cask, puncheon, hogshead, barrique or Butt filled with distilled Whisky or new make Liquor
“Cask Type”
means the type of a Cask which vary in capacity
“Confidential Information”
means information, technical data or know-how, including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or information which would, under the circumstances, appear to a reasonable person to be confidential or proprietary
“Custodian”
means the entity which will have possession and
custody of the Physical Products which are linked to respective RAREDRAM NFTs
“Ethereum Blockchain”
means the online, end-user-to-end-user network hosting a public transaction ledger, known as a blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Ethereum blockchain.
“Ether” or “ETH”
means the Ethereum Blockchain utility token that may be used to purchase computational resources to run decentralized applications or perform actions on the Ethereum Blockchain.
“Fee(s)”
means the fees that User shall pay Us as remuneration , commissions, and royalties for the Services provided for the User
“Gas Fee”
shall have the meaning under Clause 4.3
“Intellectual Property Rights”
means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and similar or equivalent rights or forms of protection in any part of the world
“Liquor”
means alcoholic beverages made of grains or other plants that are fermented and are intended for human consumption (e.g., brandy, gin, rum, tequila, vodka, and whiskey)
“MetaMask”
means a Wallet but also a web browser extension (available in Chrome, Firefox and Brave) used to store, send and receive Ethereum, ERC20, ERC721, ERC1155 tokens. In other words, it allows users to make Ethereum transactions through regular websites. MetaMask can be used to store keys for Ethereum cryptocurrencies only
“Non-Fungible Token” or “NFT”
means a unit data stored on blockchain and which is unique, non-interchangeable with any other non-fungible tokens and with blockchain managed ownership
“Physical Product”
the underlying physical product linked to respective RAREDRAM NFTs
“Platform”
means an online platform accessible through the Website and application(s) operated by Us
“Platform Token”
means the cryptographic token native to the Platform to be announced and may launch in the future
“Privacy Policy”
means the terms which set out how we will deal with confidential and personal information received from you via the Website
“RAREDRAM NFT(s)”
means the unique NFT linked to an underlying Physical Product and which the holder shall entitle to claim delivery of the Physical Product in accordance with the Redemption Mechanism
“Redemption” or “Redeem”
means the redemption and claim for delivery of the Physical Products links to the respective RAREDRAM NFTs pursuant to the Redemption Mechanism
“Redemption Mechanism”
means the procedures or mechanism for the Redemption as prescribed under Clause 7 below
“Seed Phrase”
a series of words generated by your Wallet that gives you access to the cryptocurrency associated with that Wallet
“Services”
means the services provided and made accessible to users on the Platform which include: marketplace and auction place for NFTs, NFT trade and other services as may from time to time available on the Platform
“Smart Contracts”
means a program stored on a blockchain which is intended to automatically execute, control or run when predetermined conditions are met, without any intermediary’s involvement or time loss.
“Terms”
shall mean agreement between you, as a User, and Us for the use of the Platform and Services, in accordance with these Terms
“Users”
means users accessing and use of our the Platform, Services and Website
“Wallet”
means a cryptocurrency wallet used to store, send and receive cryptocurrency. The Wallets that the Platform support are listed on our Website.
“Wallet Address”
means an alphanumeric code that identifies an address that holds crypto-assets on a distributed ledger or on similar technology
“We” or “Us”
means the RAREDRAM
“Website”
mean the RAREDRAM’s website, accessible on https://test.raredram.io/
“Whisky”
means an alcoholic drink made from grain such as barley, maize or rye
“Whisky Cask”
means a Cask of Whisky
3.THE PLATFORM AND RAREDRAM NFTS
 
The Services
 
3.1.The Platform facilitates a peer-to-peer web3 digital marketplace and auction house where Users can sell, purchase, list for auction, make offers, and bid on RAREDRAM NFTs through the Smart Contracts.
 
Trading of RAREDRAM NFTs
 
3.2.Each RAREDRAM NFTs represent a specific Physical Product(s). We will not mint multiple RAREDRAM NFTs that represent the specific Physical Product(s), but we may mint the RAREDRAM NFTs that are in a similar collection or series or form part of the same bulk. Owners of RAREDRAM NFTs can redeem the Physical Product(s) in accordance with the Redemption Mechanism.
 
3.3.The Platform only allows RAREDRAM NFTs to be listed for trading or auction. RAREDRAM is not a party to any agreement between any Users. Should a User decide to sell or purchase RAREDRAM NFTs, a legal relationship in the form of an applicable agreement shall be established directly between the Users. You shall bear full responsibility for verifying the identity, legitimacy, and authenticity of RAREDRAM NFTs that you purchase from third-party sellers using the Service. We make no claims about the identity, legitimacy, functionality, or authenticity of Users or RAREDRAM NFTs (and any content associated with such RAREDRAM NFTs) visible on the Platform. While RAREDRAM will use its best endeavor to verify the legitimacy and authenticity of RAREDRAM NFTs listed on the Platform, RAREDRAM shall have no liability whatsoever if any transactions between Users involve a forged, fake, counterfeit, fabricated RAREDRAM NFT (“Counterfeit NFT”). Such Counterfeit NFT cannot be Redeemed, and RAREDRAM would not offer any refund, compensation and/or indemnity to the buyer/owner of that Counterfeit NFT.
 
3.4.We will make RAREDRAM NFTs available for purchase through our Platform at selected times determined by us. The price for each RAREDRM NFT will be designated in ETH and chosen by us or through an auction process. We cannot guarantee that RAREDRAM NFTs will be available for purchase when you seek to purchase one. We reserve the right to modify the types, prices, and the number of RAREDRAM NFTs available at our discretion.
 
3.5.Any Users list for selling or trading, exchanging or swapping RAREDRAM NFTs on the Platform hereby agrees, confirms, represents, and warrants to:
 
(a)provide accurate information on the RAREDRAM NFTs listed on the Platform for sale and/or auction;
 
(b)that only legitimate and authentic RAREDRAM NFTs can be listed on the Platform for sale and/or auction;
 
(c)own and/or control all legal rights, title, and interest to that RAREDRAM NFTs listed on the Platform for sale and/or auction;
 
(d)that Physical Product(s) linked or associated with the RAREDRAM NFTs sold on the Platform, or any use thereof, will not violate any law or contractual obligation or restriction under the jurisdiction of which the User is subject to or infringe upon or violate;
 
3.6.Users are expressly forbidden from accepting, soliciting, offering, bidding, engaging with the Smart Contracts, or otherwise transacting on or off of the Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of their item listed on the Platform for sale or auction. Additionally, Users are forbidden from engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for work or any other anti-competitive bidding conduct. Users who are owners of the item listed on the Platform for auction are prohibited from bidding or purchasing their own auctioned item, significantly influencing the price of the RAREDRAM NFTs artificially. Users are expressly forbidden from listing items for auction, making bids during an auction, or purchasing RAREDRAM NFTs in an auction to conceal economic activity, money laundering, or financing terrorism. Users who violate those prohibitions may be removed or permanently banned from the Platform.
 
3.7.RAREDRAM NFTs are optionally offered for immediate acceptance at a price (“List Price”) (in ETH).  Users can purchase RAREDRAM NFTs with a List Price through the Platform by sending an equivalent amount of ETH to the Smart Contract configured to initiate a transfer of the RAREDRAM NFTs, plus additional Fees and Gas Fee.
 
3.8.Users can make offers on all listed RAREDRAM NFTs through the Platform.  Offers made on the Platform are legally binding. Revocable offers to purchase the item capable of immediate acceptance by the owner of the RAREDRAM NFT.  By making an offer, the User agrees to temporarily send and lose control over an amount of offered ETH to the Smart Contract.  The Smart Contracts are configured to hold the offered ETH until either the offer is accepted by the owner of the RAREDRAM NFT, a higher offer is received, or the offer is revoked.  The owner of the RAREDRAM NFT has the unilateral authority to accept the bid.
 
4.PRICE AND FEES
 
4.1.The Platform only accepts payments in ETH.
 
4.2.When you make a transaction using cryptocurrency, your transaction will not be recorded on the Ethereum Blockchain until it has been included in a block on the blockchain, at which point the blockchain has one confirmation. Each new block added to the blockchain is another confirmation of your transaction. A specific number of block confirmations is required to consider a final transaction. The number of block confirmations required to consider a transaction final will vary depending on the applicable cryptocurrency.
 
4.3.Transacting on the Ethereum Blockchain, including the purchase and trading of RARDRAM NFTs, may require the payment by you of a transaction fee ("Gas Fee") on the Ethereum Blockchain. The amount of the Gas Fee will vary and is determined by the manner of operation of the Ethereum Blockchain. We do not receive any portion of the Gas Fee, nor do we control the amount of the Gas Fee you may be required to pay when you make a transaction on the Ethereum Blockchain. You acknowledge and agree that: (a) you are responsible for paying the Gas Fee regardless of the amount, (b) that the Gas Fee is not payable to us nor is it refundable under any circumstances, and (c) any transactions preform in the Platform is exclusive of the Gas Fees that you may need to pay.
 
4.4.You may be able to choose the amount of the Gas Fee to pay, but the lower the fee, the longer it may take for the transaction to be confirmed. We suggest using your Wallet's recommended Gas Fees. We do not have any control over the timeframe for confirmation of your transaction.
 
4.5.You must send the cryptocurrency to the address that we provide to you. Since transactions are irreversible on the blockchain, if you make a mistake and your cryptocurrency is sent to the incorrect address, you will lose the cryptocurrency, and the order cannot be accepted. It is your responsibility to make sure that you send the cryptocurrency to the correct address. We are not liable for your failure to send the cryptocurrency to the valid address we provide to you.
 
4.6.The Platform is entitled to collect Fees for every transaction on the Platform. The amount of Fees for the sale of a RAREDRAM NFT also depends on whether the transaction involves the RAREDRAM NFTs initial sale (“Primary Sale”) or a subsequent sale in the secondary market (“Secondary Market Sale”).  All Fees are collected and distributed at the time of the purchase of a RAREDRAM NFT by operation of the Smart Contracts. The Fees regarding Primary Sale and Secondary Market Sale are listed and provided on the Website.
 
4.7.You agree and understand that all Fees are transferred, processed, or initiated directly through one or more of the Smart Contracts on the Ethereum Blockchain.  By transacting on the Platform and using the Smart Contract, you hereby acknowledge consent to, and accepts all automated Fees for any transactions through the Platform.  The User hereby consents to and agrees to be bound by the Smart Contracts’ execution and distribution of the Fees. Users hereby waive any entitlement to royalties, commissions, or fees paid to another by operation of the Smart Contracts.
 
4.8.Users acknowledge and consent to the risk that the price of a RAREDRAM NFT purchased on the Platform may have been influenced by User activity outside of the control of RAREDRAM. RAREDRAM does not represent, guarantee, or warrant the accuracy or fairness of the price of any RAREDRAM NFTs sold or offered for sale on or off of the Platform.  The User agrees and acknowledges that RAREDRAM is not a fiduciary nor owes any duties to any User of the Platform, including the duty to ensure fair pricing of the RAREDRAM NFTs or to police User behavior on the Platform.
 
5.SECONDARY MARKETPLACES
 
5.1.You are permitted to sell, trade, or distribute your RAREDRAM NFTs on any secondary marketplaces, platforms or exchanges operated by third parties that support NFTs ("Secondary Marketplaces"). Note that NFTs purchased via our Platform may not be compatible with all Secondary Marketplaces, and we make no guarantee about the availability or functionality of any Secondary Marketplace.
 
5.2.Our Website may include links to other websites or platforms, including Secondary Marketplaces (collectively, "Third-Party Sites"). For example, we may contain a link to a Secondary Marketplace on which we believe you can trade your RAREDRAM NFTs. When you click such a link, we may not warn you that you have left our Service and are subject to a Third-Party Site's terms and conditions and privacy policies. You agree that your use of any Third-Party Site is at your own risk, even if we provide links to them from our Website. You may need to comply with any terms and conditions governing the use of such Third-Party Sites and you should review all applicable terms and conditions and make whatever investigation you feel necessary or appropriate before proceeding with any transaction on any Third-Party Site.
 
5.3.References or links to any Third-Party Site are provided for your convenience and information only. Such links should not be interpreted as endorsements by us of the Third-Party Sites. We have no control over the contents of those Third-Party Sites and disclaim any liability, and accept no responsibility for the content of any Third-Party Site referred to or accessed through our Platform. The fact that we have listed a Secondary Marketplace on our Website is not a guarantee or endorsement that such Secondary Marketplace will support a RAREDRAM NFT purchased via our Platform or allow all possible transactions with such RAREDRAM NFT.
 
5.4.You acknowledge and agree that we are not a party to any agreement or transaction where you trade on any Secondary Marketplace an NFT which was initially purchased via our Platform, whether or not we receive a commission or fee as a consequence of the transaction. We are not liable for any loss incurred by you for fees or other amounts not received by you or from any amounts payable by you in connection with any transaction on Secondary Marketplaces or on any other Third-Party Sites.
 
6.PHYSICAL PRODUCTS
 
6.1.Clauses 6.2 to 6.3 shall apply where the Physical Product linked with the RAREDRAM NFT is a Bottled Whisky.
 
6.2.You understand, agree and acknowledge that:
 
(a)maturing Whisky within a Cask for any given time is a natural process, and the ultimate output may differ;
 
(b)the actual number of bottles produced from the Cask is estimated as of the date of the latest sampling and may prove to be less or more than the estimated quantity in a Cask ("Bottled Whisky");
 
(c)approximately 2.5% of the contents of each Cask will evaporate through the Cask each year of the maturation period, which is an entirely natural process known as the "Angel's Share", and which will further reduce the estimated quantity, depending on the degree of Angel's Share;
 
(d)the strength of the Whisky is unknown to us until the Whisky is bottled;
 
(e)there is a risk that any estimated strength of the Whisky may prove to be higher or lower once bottled and RAREDRAM makes no guarantee to the strength of the Whisky; and
 
(f)illustrations, photographs or descriptions shown on the Website are intended as a guide only.
 
6.3.Due to the reasons stated on clauses 6.2(a) to (c) above, you accept the risk that the total number of Bottled Whisky produced from the Cask may be less than what was stated on the Website. As a result, there would be a possibility that there would not be enough Bottled Whisky available for Redeem by every owner of the RAREDRAM NFTs associated with that Cask. While RAREDRAM will make its best estimate on the total number of Bottled Whisky available in a Cask and not to mint more RAREDRAM NFTs than the Bottled Whisky that could be available, in a situation where there is not enough Bottled Whisky available for Redeem, the Redemption will take in the form of first-come-first-serve basis. Owners of the RAREDRAM NFTs who are unable to Redeem due to insufficient Bottle Whisky available expressly agree, as full and final settlement of his/her Redemption claims, to accept Bottle Whisky of similar grading.
 
6.4.Clauses 6.2 to 6.3 shall apply where the Physical Product linked with the RAREDRAM NFT is a Whisky Cast.
 
6.5. You understand, agree and acknowledge that:
 
(a)the actual number of bottles produced from the Cask is estimated as of the date of latest sampling and may prove to be less or more than the estimated quantity;
 
(b)approximately 2.5% of the contents of each Cask will evaporate through the Cask each year of the maturation period, which is an entirely natural process known as the "Angel's Share", and which will further reduce the estimated quantity;
 
(c)the total number of bottles that you receive from the Cask may be less or more than the estimated quantity as stated on the Website;
 
(d)the strength of the Whisky is unknown until the Whisky is bottled;
 
(e)any estimated strength of the Whisky may prove to be higher or lower once bottled;
 
(f)the total number of bottle to be delivered and the strength shall be confirmed on bottling; and
 
(g)illustrations, photographs or descriptions shown on the Website are intended as a guide only.
 
6.6.Owners of RAREDRAM NFTs which represent a Cask Whisky may irrevocably burn or forfeit his/her RAREDRAM NFTs through the Platform in exchange for RAREDRAM NFTs which each represent a Bottled Whisky from that Cask Whisky. This process would be subject to Fees as displayed on the Website together with the applicable Gas Fee.
 
7.REDEMPTION MECHANISM
 
7.1.The Physical Products associated with your RAREDRAM NFTs will remain in our, or one of our Business Partner’s or Custodian’s, possession until you redeem your RAREDRAM NFTs for the Physical Product.
 
7.2.From time to time at our absolute discretion, we will post on our Platform the date starting on which you may Redeem your RAREDRAM NFTs (“Redemption Start Date”). We may also provide a date by which your RAREDRAM NFTs must be Redeemed (“Redemption End Date”). The Redemption Start Date and Redemption End Date are not absolute and may be subject to change depending on changes in circumstances. You acknowledge that it is your responsibility to access our Website and Platform periodically and to provide your email which you will be able to receive updates on the Redemption Start Date and Redemption End Date. The Redemption Start Date and Redemption End Date may not be available when you purchase the RAREDRAM NFTs. Once the Redemption End Date is over and the RAREDRAM NFTs have not been Redeemed, RAREDRAM reserves the right to render that RAREDRAM NFTs non-Redeemable may include changing the metadata of that RAREDRAM NFTs. Prior to the Redemption End Date, we may, but are not obligated to, post periodic announcements on our Platform that a Redemption End date is approaching or contact you if we have your contact information. It is your responsibility to check for any such announcements and monitor the Redemption End Date independently.
 
7.3.Beginning on the Redemption Start Date, the owner of a RAREDRAM NFT can Redeem the RAREDRAM NFT for that Physical Product. In order to Redeem your RAREDRAM NFT, you must have an Account on our Website and must provide information that allows us to ship the Physical Product to you, including, but not limited to, your name, address and email address. YOU ACKNOWLEDGE THAT WE CANNOT SHIP PRODUCTS TO CERTAIN JURISDICTIONS OR TO MINORS WHO ARE NOT LEGALLY PERMITTED TO ACCEPT DELIVERY OF LIQUOR. IN SUCH CASES, YOU WILL NOT BE ABLE TO REDEEM YOUR RAREDRAM NFTS, AND WILL NEED TO EITHER HOLD THE RAREDRAM NFTS UNTIL SUCH TIME AS WE CAN LEGALLY SHIP IT TO YOU, OR SELL YOUR RAREDRAM NFTS. All requests to Redeem a RAREDRAM NFT are final and may not be reversed.
 
7.4.You are responsible for compliance with all applicable importation and customs laws when you Redeem a RAREDRAM NFT. To the extent RAREDRAM is aware that a RAREDRAM NFT owner is not in compliance with such laws but claims for Redemption, RAREDRAM will not ship the Physical Product. Additional terms regarding shipment of Physical Products is set forth in the “Shipping of our Physical Products” section below. When you seek to Redeem your RAREDRAM NFT, you represent that the Liquor is solely for your own consumption. You also affirm that the jurisdiction in which you are ordering and the jurisdiction to which you are asking us to deliver the Physical Product permits the sale and delivery of Liquor.
 
7.5.RAREDRAM or its Business Partners or its Custodian stores the Physical Products at no cost to the RAREDRAM NFT owner. Because of this, RAREDRAM must have certain safeguards in the event an owner cannot be reached. If an owner’s Account is inactive for 5 years, RAREDRAM will attempt to contact the RAREDRAM NFT owner. If the RAREDRAM NFT owner does not respond within 21 days or the owner cannot be reached, RAREDRAM will contact a backup/secondary email, if one is provided on the Account. If no backup/secondary email was provided, or the backup/secondary email does not answer within 14 days, RAREDRAM reserves the right to burn that RAREDRAM NFT, and such RAREDRAM NFT can no longer be Redeemed. RAREDRAM has the right to reissue a new NFT for the Physical Product and auction it off on the Platform. Net proceeds from that sale will be donated to a charitable endeavor as RAREDRAM may determine.
 
8.SHIPPING OF THE PHYSICAL PRODUCTS
 
8.1.If a RAREDRAM NFT is Redeemed, RAREDRAM shall ship and/or arrange to ship the Physical Product to you. By arranging for transportation or shipping of any Physical Product under your instruction, we are providing a service to, and acting on your behalf. You affirm and represent that you have obtained any required permissions or consents, paid any required fees, and are using properly licensed intermediaries where required to receive the Physical Products. Title to the Physical Products passes to you once we approve your request to Redeem your RAREDRAM NFTs, and at that time, the risk of the responsibility of the Physical Product will shift to you. RAREDRAM NFTs owners will be required to pay shipping fees and duties related to shipping their Physical Products.
 
8.2.When you complete the process to Redeem your RAREDRAM NFTs, we will notify you by email of the estimated date the Physical Product should arrive at you. If your order does not arrive when intended, notification of lost items must be received by RAREDRAM within 30 days from receipt of our shipping confirmation email.
 
8.3.RAREDRAM does not ship Physical Products to certain jurisdictions that RAREDRAM determines in its sole discretion. For example, RAREDRAM will never ship Liquor to any jurisdiction that prohibits the shipment or consumption of alcohol. RAREDRAM may, in its sole discretion, provide reasonable alternatives for RAREDRAM NFTs owners in such restricted jurisdictions to Redeem their Physical Products in a way that is compliant with applicable law. Such alternatives will be made available to the applicable RAREDRAM NFTs owners during the Redemption process. No contractual or other obligation to sell and ship the Physical Products Redeemed via the Platform attaches or is final or binding on us unless and until we have completed our compliance checks of the individual seeking to Redeem a RAREDRAM NFT.
 
8.4.In the event RAREDRAM ceases to operate, all Physical Products will be made available for pickup or shipment subject to the announcement to be made in the Website.
 
9.ACCOUNT
 
9.1.Access. You do not have to create an account to use or access the Platform. However, in order to access certain Services, including to access certain features on our Website you may be required to create an Account with us.
 
9.2.Registration of Account. To use certain Services of the Platform, you must first register by providing your identification information, which may include but not limited to name, email address, and affirming your acceptance of these Terms. You will have an option to connect your Wallet to the Account, in doing so, your Account will be associated with that Wallet Address. Upon successful completion of the registration process, we will establish your Account (also “Account”). We may at our discretion, refuse to allow anyone to establish an Account, or limit the number of the Accounts that a single User may establish and maintain at any time.
 
9.3.Password Security and Keeping Your Contact Information Current. You are solely responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), application programming interface (API) keys, Seed Phrase, or any other codes related to your Account and your Wallet. WE WILL NEVER ASK FOR YOUR WALLET’S SEED PHRASE. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Account and/or Wallet by third parties and the loss or theft of any NFT(s) and/or funds held in your Account and/or in your Wallet. You are responsible for keeping your email address up to date in your Account’s profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromising your sensitive information, Wallet or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Account’s information has been compromised, you must contact Us immediately. For the avoidance of doubt, any communication or assistance we may offer in such an event shall not be construed as an admission of liability or a waiver of any rights entitled to Us by this Agreement.
 
9.4.Your Wallet. Your use of any Wallet, including those we support, is at your own risk and subject to the terms and conditions of that Wallet. You are responsible for all uses of your Wallet and for any actions that take place using your Wallet, whether by you or by another person. You are solely responsible for keeping your Wallet private key and/or Seed Phrase confidential and secure.
 
9.5.Verification of Your Account. Due to any statutory and regulatory requirements, the creation and usage of Your Account can be subject to verification. You agree to provide Us with the information we may from time-to-time request for identity verification, compliance with KYC rules, and detection of money laundering, terrorism financing, fraud, or any financial or other crime. The requested information may include Personal Data (please refer to our Privacy Policy). By providing Us with the information we request, you confirm that it is true and accurate and agree to inform Us in case of change concerning such information. We reserve the right to block or restrict access to your Account as we see fit until we are satisfied with the information you have provided and determine in our sole discretion that it is sufficient to validate your Account.
 
You agree to provide such additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means or for counteracting financing of terrorism. You agree and undertake to provide any such additional information and documents that we may from time to time require for the purpose of or otherwise to facilitate compliance with any applicable laws and regulations. You acknowledge that a failure to do so may also result in the blocking or restricting of your Account as stated in the former clause.
 
10.DATA PROTECTION AND PRIVACY POLICY
 
10.1.You agree and understand that any identification data (name, address, personal ID number e.t.c) that you provided to us will be shared with your contractual partners with whom you will enter in sale and purchase agreements or other transactions on our Platform (all under terms of our Privacy Policy), or in other cases, as covered in our Privacy Policy.
 
10.2.Protecting your privacy is very important to us. Before accessing the Platform and/or accessing/using any of the Services, you are required to review and consent to our Privacy Policy, accessible on our Website, where we explain how we collect, use, store and disclose information regarding your privacy (“Privacy Policy”). When accessing or using the Services, you agree with the Privacy Policy as well as these Terms.
 
11.RISKS
 
11.1.You understand, agree, and acknowledge the risk of loss in holding any cryptographic tokens can be substantial. Therefore, you should carefully consider whether holding any cryptographic tokens is suitable for you in light of your financial condition. In considering whether to hold any cryptographic tokens, you should be aware that the price or value of cryptographic tokens can change rapidly, decrease, and potentially even fall to zero. You assume all risks when using the Platform.
 
11.2.You understand, agree and acknowledge that when using the Platform and the Services, the Platform, its directors, officers, employees, agents, advisors, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates shall in no event be liable, directly or indirectly, for any losses, claims, damages or liabilities, general, special, compensatory, consequential and/or incidental, incurred by you as a User arising out of or relating to or in connection with the Platform, the Services, NFTs, any performance or non-performance of the Platform, or any other product, service or other item provided by or on behalf of Us and our affiliates, including but not limited to loss of profits, loss of value, loss of goodwill, loss of data and any other damages.
 
11.3.You understand, agree, and acknowledge that any NFT, blockchain technology, or distributed ledger technology-related projects are new, relatively untested, and outside our exclusive control. Any adverse changes in market forces, the technology and the regulatory environment impacting our performance shall absolve Us from responsibility in this regard, including but not limited to hacking attacks, possible theft, unfavorable regulatory action, or unclear legal/tax status of NFT(s), weakness or exploits in the field of cryptography, application security breaches, breaches of any third-party providers, or materialized risks of changes to the Ethereum Blockchain.
 
11.4.The purchase of NFTs that take place through the Service are executed by one or more Smart Contracts on the Ethereum Blockchain. Smart contracts may be subject to malfunctions, errors, including programming errors, hacking and theft, or changes to the protocol rules of the Ethereum Blockchain, which can adversely affect the Smart Contracts and may expose you to a variety of risks of loss, including the risk of loss of your NFT or cryptocurrency or loss of opportunity to buy an NFT. You acknowledge and agree that you understand this risk.
 
11.5.You acknowledge and warrant that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of blockchain technology, NFTs, digital assets, Wallets, and cryptocurrencies to understand this Terms of Service and to appreciate the risks and implications of purchasing NFTs. You acknowledge and agree that you have obtained sufficient information to make an informed decision to purchase an NFT, including (if you choose to do so) reviewing the code of the Smart Contract, the NFT metadata, and the NFT, and fully understand and accept the functions of the same and any underlying risks.
 
11.6.You understand, agree, and acknowledge that we do not make any representations and warranties on the liquidity, the present and future valuation of the Platform Tokens, ETH, the NFTs, or any other blockchain assets. You acknowledge that (i) the value of Platform Tokens, ETH, and/or the NFTs are extremely volatile and may fluctuate from time to time; (ii) the fluctuations in the price of Platform Tokens, ETH, or other digital, virtual and/or blockchain assets may materially and adversely affect the valuation of the NFTs; and (iii) the value of the NFTs and/or Platform Tokens may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs and/or Platform Token is subject to the potential for a permanent or total loss of value should the market for NFTs disappear.
 
11.7.While we implement reasonably practicable procedures, measures, and steps to safeguard the security and the integrity of the Platform, we cannot and do not guarantee absolute security over the internet and/or electronic storage and do not represent, warrant or undertake that the Platform, the content, any Services provided on the Platform are free of viruses or other harmful components. You agree and acknowledge that we do not represent or warrant that any of the Services or the Platform are secure from a hacker or other malicious attack, which may result in the stealing or the loss of the User’s confidential information or any other data.
 
11.8.You understand, agree, and acknowledge that once the Smart Contract has been executed in connection with the purchase of an NFT, it cannot be reversed and therefore there are no refunds.
 
11.9.You understand, agree, and acknowledge that transacting with NFTs may expose you to certain regulatory risks, including those relating to the tax treatment of NFTs or cryptocurrencies and whether NFTs might be deemed securities or another regulated class of assets.
 
11.10.Regulatory actions could impact the Platform, Services, Ethereum Blockchain and NFTs, import & export controls, legislation or proposed legislation or policies which could limit or restrict your ability to access the Platform, Services, the Ethereum Blockchain, your NFT or the Physical Products associated with it, your ability to transfer your NFT, or your ability to exchange or redeem for the Physical Products. You acknowledge and agree that you understand this risk.
 
11.11.You understand, agree, and acknowledge that your purchase of an NFT and/or the claims of delivery of the Physical Products complies with applicable laws and regulations in your jurisdiction.
 
11.12.You understand, agree, and acknowledge that certain information about your transaction, including your Wallet Address, may be publicly available on the Ethereum Blockchain.
 
12.INTELLECTUAL PROPERTY RIGHTS
 
12.1.The Platform and any of the Services, including their design elements or concepts and any and all underlying Intellectual Property, including, but not limited to copyrights, patents, service marks, any registered trademarks, domain names and other proprietary rights, are the property of RAREDRAM or our affiliated entities and Business Partners (as applicable), and are protected by copyright, patent, trade secret and other Intellectual Property laws. We or our affiliated entities and Business Partners (as applicable), as the case may be, retain any and all rights, title and interest in and to the Platform and the Services (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions and derivative works thereof. Your right to use the Platform and the Services is limited to the rights expressly granted in these Terms. No licenses to use any of our trademarks or brands are to be inferred or assumed pursuant to the use of any of the Services. All rights not expressly granted to you are reserved and retained by us, our affiliated entities and Business Partners (as applicable) and their licensors, as the case may be.
 
12.2.You expressly agree not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, display, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of our Intellectual Property Rights or knowingly or recklessly encourage or assist any third parties to infringe our Intellectual Property Rights or that of our affiliated entities and Business Partners (as applicable) without express prior written consent of us and, if applicable, our affiliated entities and Business Partners.
 
12.3.Ownership. Unless otherwise indicated in writing by us, the Service and all content and other  materials contained therein, including, without limitation, our logos and all designs, text,  graphics, pictures, information, data, software, sound files, other files and the selection and  arrangement thereof (collectively, “Content”) are proprietary property of Us or our affiliated entities and Business Partners, as applicable.
 
12.4.We do not assume any responsibility for the Content's accuracy, reliability, or completeness, nor do we represent or warrant that the Website, the Platform, or the Content are current, error-free, or free of viruses or other harmful components.
 
12.5.Some materials on the Platform may be subject to copyright owned by third parties. You shall not copy, imitate, or use any such materials, in whole or in part, without prior consent from their respective owner. You acknowledge that all the names and/or logos used on the Platform are for identification purposes only. Use or display of these names and/or logos does not constitute or imply endorsement.
 
13.TAXES
 
13.1.By accepting these Terms and accessing our Services you, as a User, acknowledge and agree that you are solely responsible for any and all tax liabilities associated with payments received through the Platform.
 
13.2.We do not, and will not, act as your agent of any kind and shall have no control over any  transactions conducted by you and thus is not responsible for determining the taxes that apply to your transactions and shall not act as a withholding tax agent in any circumstances whatsoever.
 
14.KYC AND AML COMPLIANCE
 
14.1.In observance of any application law and regulations in any jurisdictions,  we could be subject tocertain “Know Your Customer” (“KYC”) and “Anti Money Laundering” (“AML”) laws and regulations (together, “KYC/AML regulations'') on any Users of our Platform. As such, unless you comply successfully with our KYC procedures (which would be subject to change from time to time), you may not be able to make any transactions. .
 
14.2.Pursuant to the economic sanctions’ administered in the jurisdictions where we conduct business, we may be prohibited from providing Services or entering into relationships with certain individuals and/or entities. By using the Services and accessing the Platform, you represent and warrant that your use of any of our Services complies with those requirements. Without limiting the foregoing, You may not use any of the Services and perform any transactions through the Platform if you are in, under the control of, or a national or resident of any country subject to the United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or if You are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime.
 
15.GENERAL USE, PROHIBITED USE AND TERMINATION
 
15.1.We grant you a personal, non-exclusive, non-transferable, non-sublicensable and limited license, subject to the terms of this Agreement, to access and use the Platform solely for informational, transactional, or other approved purposes we may permit from time to time. Any other use of the Platform is expressly prohibited. All other rights in the Platform are reserved by us. We reserve all rights in the Platform and you agree that we do not grant You any rights in or licenses to the Platform, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content available on the Platform or any other part of the Platform or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Platform (or any portion thereof) as part of any other website or any other work of authorship without prior written permission. If you breach any of these Terms, your permission to access and use the Services may be terminated immediately without notice. In addition, we reserve the right to all remedies available at law and in equity for any such violation. Any omissions or delay in taking any actions by Us or on the Platform’s behalf shall act as any waiver of our rights or be construed as granting you any implied rights or entitlements, including but not limited to an implied license to use the Platform other than the said exclusive license granted to you herein this clause.
 
15.2.Although we intend to provide accurate and timely information on the Website and the Platform, the Website and the Platform may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform are your sole responsibility and we shall have no liability for such decisions. You especially and hereby acknowledge, understand and agree that we do not assume any liability and shall not be liable for any loss or damage arising out of or in connection with any trading decision made based on any information available on the Website or the Platform.
 
15.3.You hereby certify to Us that any funds used by you in connection with the Services are either owned by you or that you are validly authorized to carry out transactions using such funds under the applicable laws in your jurisdiction, including without limitations any regulations in relation to KYC/AML obligations. In particular, you acknowledge that we are not a qualified custodian under applicable laws in your jurisdiction.
 
15.4.In connection with your use of the Services, and your interactions with other Users, and third parties you agree and represent, you will not violate any law, contract, intellectual property or other third-party rights, will not engage in any illegal, unauthorized, or improper activity. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. We reserve the right to cancel and/or suspend Your Account immediately and without notice if We determine, in our sole discretion after the consideration of the situation as a whole, that Your Account is associated with a prohibited use and/or a prohibited business. We also reserve the right to decide to remove inappropriate NFTs, assets, listings, collections, or any other material after examining the situation as a whole. You hereby acknowledge, understand and agree that we do not assume any liability and shall not be liable for any loss or damage arising out of or in connection to such a decision made by us.
 
15.5.You shall not:
 
(a)use the Platform to conduct any fraudulent, immoral or illegal activities;
 
(b)reproduce, copy, transmit, distribute, display, or otherwise use any materials or contents on the Platform without our prior written consent or the relevant Intellectual Property Right owner;
 
(c)use the Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other users from reasonably enjoying the Platform, or that could damage, disable, overburden or impair the functioning or operation of the Platform in any manner;
 
(d)take any action to gain or attempt to gain unauthorized access to Account or Wallets of other Users;
 
(e)use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means, program or interface or software not authorized by Us to access the Platform, extract data or otherwise interfere with or modify the rendering of Platform pages or functionality, or to incorporate the Platform into any other programme, website or application;
 
(f)use data collected from the Platform to contact individuals, companies, or other persons or entities;
 
(g)use data collected from the Platform for any direct marketing activity without our prior written consent;
 
(h)use the Platform to conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing material, junk or chain messages;
 
(i)bypass or ignore instructions that control all automated access to the Platform;
 
(j)use the Platform for any immoral, illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms or applicable laws and regulations, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Platform;
 
(k)use the Platform to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;
 
(l)use the Platform to engage, unauthorized and unlicensed, in any lottery, contests, sweepstakes, or other games of chance or games of chance and skills combined; and
 
(m)interfere, disrupt or reverse-engineer any aspects or features of the Platform.
 
15.6.We shall be entitled, at our sole discretion and without any prior notification, (i) to suspend, restrict, or terminate your access to any or all of the Services and/or the Platform, and/or (ii) to deactivate or cancel your Account and/or (iii) delete all information related to your Account, and/or and (iv) bar any further use of or access to the Platform by you if: -
 
(a)We are so required by an enforceable subpoena, court order, or binding order of the court or government authority of any applicable jurisdiction; or
 
(b)We reasonably suspect you of using your Account in connection with illegal, unauthorized, or improper activity; or
 
(c)Use of your Account is subject to any pending litigation, investigation, or government proceeding and/or We perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or
 
(d)Our Service partners are unable to support your use; or We are required to do so in order to comply with KYC/AML regulations; or
 
(e)You violate these Terms (in particular, but not limited to, providing correct and accurate identification information for KYC/AML purposes, or violating any user warranties given hereunder); or
 
(f)You take any action that we deem as circumventing our controls, including, but not limited to, opening multiple Accounts or abusing any promotions or offers which we may offer from time to time.
 
15.7.In the event that a technical problem causes system outage or Account errors, we may temporarily suspend access to Your Account until the problem is resolved.
 
15.8.The User may terminate these Terms and Conditions at any time without giving us any prior notice by discontinuing to use the Platform
 
16.NO WARRANTY OF RAREDRAM AND THE LIMITATION OF LIABILITY
 
16.1.We shall not be liable for any error or malfunction of the Platform, the blockchain technologies and/or any other technologies.
 
16.2.You assume all risks when using the Platform, including but not limited to all of the risks associated with the trade and/or exchanging the NFTs or cryptocurrencies. We, our directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates shall in no event be liable, directly or indirectly, for any losses, claims, damages or liabilities, general, special, compensatory, consequential and/or incidental, incurred by you arising out of or relating to or in connection with any reliance of or acceptance of these Terms or with the use of or access to the Platform, the Services, and or the purchase, holding, trade and/or exchange of NFTs, RAREDRAM NFTs and cryptocurrencies, any performance or non-performance of the Platform, the Services, or any other product, service or other item provided by Us or on our behalf and that of our affiliates, including but not limited to loss of profits, loss of value, loss of goodwill, loss of data and any other damages.
 
16.3.We do not make any representations and warranties on the liquidity, the present and future valuation of the NFTs, RAREDRAM NFTs, cryptocurrencies or any other blockchain assets. You acknowledge that (i) the value of the NFTs, RAREDRAM NFTs and/or cryptocurrencies are extremely volatile and may fluctuate from time to time; (ii) the fluctuations in the price of other digital, virtual and/or blockchain assets may materially and adversely affect the valuation of the NFTs, RAREDRAM NFTs and/or cryptocurrencies; and (iii) the value of the NFTs, RAREDRAM NFTs and/or cryptocurrencies may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs , RAREDRAM NFTs and/or cryptocurrencies, and therefore the value of NFTs, RAREDRAM NFTs and/or cryptocurrencies is subject to the potential for permanent or total loss of value should the market for NFTs, RAREDRAM NFTs and/or cryptocurrencies disappear.
 
16.4.While we will implement reasonably practicable procedures, measures, and steps to safeguard the security and the integrity of the Platform, we do not guarantee absolute security over the internet and/or electronic storage and does not represent, warrant or undertake that the Platform, the content, the Services and any digital assets, NFTs, RAREDRAM NFTs and tokens listed on the Platform are free of viruses or other harmful components.
 
16.5.We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer malware, spyware, or scareware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. We do not represent, warrant or undertake that: (a) the Platform is fit for any of the User’s purposes; (b) the Platform is compatible with the User’s mobile devices or computers; (c) the Platform is free of bugs, errors, defects, malware and viruses; and any electronic files available on the Platform will be free of any computer virus, trojan, worm or other computer code or any malicious software that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorized access to or corruption of data.
 
16.6.We disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement, copyright compliance, legality, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus. We make no representations or warranties or endorsements of any kind whatsoever, express and implied, as to the Platform or the content therein. The User uses the Platform at his own risk. We assume no liability for any action regarding transmissions, communications, publication, or content provided by any User or third party.
 
16.7.If you have a dispute with one or more Users of the Services, you shall release us, our affiliates and Business Partners, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, in entering into this release you expressly waive any protections 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.
 
16.8.THE PLATFORM, THE CONTENT CONTAINED THEREIN, AS WELL AS THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE PLATFORM AND THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE. OPERATION OF THE PLATFORM MAYBE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE ALSO SPECIFICALLY DISCLAIM ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN ANY FORM WHATSOEVER TO ANY ENTITY OR PERSON, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN RELATION TO THE TRUTH, ACCURACY AND COMPLETENESS OF ANY OF THE INFORMATION SET OUT IN THESE TERMS.
 
16.9.WE, OUR AFFILIATES AND BUSINESS PARTNERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, EMPLOYEES OR REPRESENTATIVES DO NOT VERIFY, CONFIRM OR IN ANY WAY WHATSOEVER TAKE RESPONSIBILITY FOR USERS’ NFTs, RAREDRAM NFTs AND/OR NFTs OUTCOMES AND ESPECIALLY THEIR SUBSEQUENT VALUE, AND ARE IN NO WAY RESPONSIBLE FOR THE FUNCTIONALITIES OR USES OF THE PLATFORM TOKENS, RAREDRAM NFTs OR OTHER TOKENS OFFERED ON OR THROUGH THE PLATFORM.
 
17.FORCE MAJEURE
 
17.1.We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in  telecommunications or Internet services or network provider services, failure of equipment and/or software, hacking attacks, major market disturbances, other major event or catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
 
18.MISCELLANEOUS
 
18.1.The User shall indemnify, defend, and hold harmless RAREDRAM, its Business Partners and its Affiliates, their respective directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (the “Indemnified Parties”) from and against any and all actual or alleged claims, actions, proceedings, investigations, demands, suits, losses, damages, demand of liability, costs, including attorneys’, investigators’, and experts’ (or similar) fees, disbursements and all expenses incurred, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (the “Claims”), arising out of or in connection with:
 
(a)any negligent acts, omissions, or willful misconduct by the User;(b)User’s access to and uses or misuses of the Platform;(c)any dispute between the Users;(d)the User’s violation of these Terms;(e)the User’s violation or infringement of any rights; and/or(f)the User’s violation or infringement of any laws and regulations.
 
The User agrees to promptly notify RAREDRAM of any Claims and cooperate with Us in defending such Claims. The User further agrees that the Indemnified Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other claims or indemnities that we may have against the User.
 
18.2.These Terms embody all the terms and conditions agreed upon between the Parties as to the subject matter of the Terms and Conditions and supersedes and cancels in all respects all previous correspondence, understandings, and agreements between the Parties with respect to the subject matter hereof, whether such be written or oral.
 
18.3.The failure of any party hereto at any time to require performance or observance by any other party of any provision of these Terms and Conditions shall in no way affect the right of such first party to require performance of this provision and any waiver by any party of any breach of any provision of these Terms shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself or a waiver of any right under these Terms and Conditions.
 
18.4.If any of the provisions in these Terms are deemed invalid, illegal, prohibited, void, or for any reason is unenforceable, that provision will be ineffective and deemed severable and will not affect the validity and enforceability of the remaining provisions of these Terms.
 
18.5.This Agreement is governed by the law in force in Singapore. Each party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in the Singapore and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement.