NFT Terms of Sale to Users

Last Updated: August 31, 2022

Welcome, and thank you for your interest in non-fungible tokens (“NFTs”) sold by Carrot Group Inc. (“Carrot,” “we,” or “us”). These NFT Terms of Sale to Users (“NFT Terms”) are a legally binding contract between you and Carrot regarding your use of the NFTs.

1. Buying & Selling. Carrot may make NFTs available for purchase. Subject to these NFT Terms, you may resell NFTs, provided that any subsequent purchase of NFTs (“Secondary Sale”) will also be subject to these NFT Terms. Immediately following any Secondary Sale, you will no longer have any rights to the NFT, and any associated licenses or other rights provided under these NFT Terms or by Carrot will terminate.

2. NFT License. Subject to your complete and ongoing compliance with these NFT Terms, Carrot grants you a limited, non-exclusive, non-transferable (except in connection with a Secondary Sale), non-sublicensable, revocable license under (i) all copyrights, copyright applications, copyright registrations, or other intellectual property rights owned by you in the purchased NFTs or the artwork represented by the purchased NFT (clause (i) the “NFT IP”); and (ii) any publicity waivers or rights therein signed by any persons appearing in the purchased NFT, to (a) resell any NFT you purchase, and (b) use the NFT IP (x) for your own personal, non-commercial use (for example home display, display in a virtual gallery or as an avatar); (y) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the NFT IP for their NFTs to ensure that only the actual owner can display the NFT IP; or (z) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the NFT for their NFTs to ensure that only the actual owner can display the NFT IP, and provided that the NFT IP is no longer visible once the owner of the NFT leaves the website/application. The license to display the NFT IP for the purchased NFT is automatically and always transferred with the NFT as provided above in Section 1. Otherwise the license to display the NFT IP for the purchased NFT is non-transferable. For clarity, except for the foregoing license, neither your purchase of an NFT nor these NFT Terms grant you any other license or rights to any NFT or NFT IP.

3. License and Use Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you agree that you will not:

3.1 Profit from, otherwise commercialize, or license the NFT or NFT IP, including in connection with the marketing, advertising, or selling of any third party product, except as part of a Secondary Sale;

3.2 Engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity with respect to the NFTs;

3.3 Modify the NFT or NFT IP in any way or combine the NFT or NFT IP with, or embed the NFT or NFT IP into, any digital or other content or media (for avoidance of doubt, this does not restrict you from using the NFT image as your profile picture or avatar so long as you own the NFT, but you may not modify or change the image);

3.4 Use the NFT or NFT IP in any manner which infringes upon the intellectual property rights of any person or entity;

3.5 Use the NFT in connection with or to promote any illegal activity, hate speech, violence, inappropriate or obscene content, or in any other manner which could tarnish or harm the reputation of Carrot and its affiliates, or any third-party whose name, brand, image, or likeness is represented by the NFT;

3.6 Encourage or permit any third party to do any of the foregoing.

4. Valuation of Products and Assumption of Risk.  The prices and value of NFTs are volatile and subjective. NFTs and similar digital assets have no inherent or intrinsic value and may have no use. Carrot does not and cannot guarantee that any NFTs purchased or acquired by you will retain their original value or have any particular value.  You acknowledge that to the extent any NFT has value, any NFT may drop in value for many reasons and Carrot will have no responsibility for determining value or making up any loses in value to you and Carrot is not required to repurchase any NFTs for any reason.  You agree to assume all risk associated with the use and value of NFTs.  You also agree not to use the NFTs in any way that would violate applicable laws, including US securities laws.

5. No Investment Advice.  Carrot does not provide investment, tax, or legal advice, nor does Carrot broker NFT trades or trading in any other assets on your behalf. All transfers of NFTs or any other assets are based on the parameters of your instructions, and you are solely responsible for determining whether any NFT purchase, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. The information provided by Carrot or through any of Carrot’s third-party service providers does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any such content as such.  Carrot does not recommend that any NFTs, or any other assets, should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any NFTs, you should conduct your own due diligence and consult your financial advisors before making any investment decision. Carrot will not be held responsible for the decisions you make to buy, sell, or hold NFTs or any other assets.

6. NFT DISCLAIMERS. NFTS ARE INTANGIBLE VIRTUAL ASSETS THAT EXIST BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN AND/OR MAINTAINED BY CARROT IN A PRIVATE LEDGER OR DATABASE. CARROT AND ITS THIRD-PARTY SERVICE PROVIDERS MAKE NO PROMISES OR GUARANTEES WITH RESPECT TO ANY BLOCKCHAIN OR SMART CONTRACTS. YOU AGREE THAT CARROT AND ITS THIRD-PARTY SERVICE PROVIDERS ARE NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR ANY ISSUES OR LOSSES RELATED TO ANY BLOCKCHAIN, ANY DIGITAL WALLETS, OR SMART CONTRACTS.

7. Regulatory Disclaimers. The laws and regulations governing non-fungible tokens, blockchain technologies, and cryptocurrencies are rapidly evolving. Changes in such laws or regulations may impact our ability to provide NFTs.

8. Miscellaneous

8.1 General Terms. You may not assign or transfer these NFT Terms or your rights under these NFT Terms, in whole or in part, by operation of law or otherwise, without our prior written consent except as expressly provided herein. We may assign these NFT Terms and all rights granted under these NFT Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these NFT Terms, or any provision of these NFT Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these NFT Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these NFT Terms the use of the word “including” means “including but not limited to.” If any part of these NFT Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

8.2 Governing Law. These NFT Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Carrot submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for resolution of any lawsuit or court proceeding permitted under these NFT Terms. We operate our business from our offices in California, and we make no representation that NFTs are appropriate or available for use in other locations.

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