Consumer Agreement

Deem Consumer Agreement
Effective September 5, 2023

Welcome to Deem— One number. Endless possibilities.

This Deem Consumer Agreement (“Agreement“) governs your use of the Deem platform, located at www.usedeem.com (the “Site”) and accessed through your mobile and other compatible devices, and the related products, services, and technologies offered via the foregoing webpages (collectively, including the Site, the “Deem Services” or the “Services”) offered or provided by Redeem Technologies Inc. d/b/a Deem and their affiliates (“Deem,” “we,” “us,” or “our”). For details regarding your data’s use in the Deem Services, you should refer to the Deem Privacy Policy.

Note: Deem will NOT send you marketing or promotional materials without your separate approval and opt-in to receive those materials.

Important Notice Regarding Class Action Waiver

WHEN YOU ACCEPT THIS AGREEMENT, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND DEEM INDIVIDUALLY AND WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION TO RESOLVE ANY SUCH DISPUTE.

PLEASE REVIEW CAREFULLY THE “DISPUTE RESOLUTION” SECTION BELOW FOR DETAILS REGARDING WAIVER OF CLASS ACTION/JURY TRIAL.

1.0 AGREEMENT

By using the Deem Services, you agree to be bound by this Agreement. If you don’t agree to be bound by this Agreement, do not use the Deem Services. The Deem Services are offered for personal use only, and you are not permitted to access or use the Deem Services on behalf of a company (such as your employer) or other legal entity (such as a trust or limited liability company of which you are a member).

2.0 PRIVACY POLICY, E-SIGNATURE AGREEMENT, AND ADDITIONAL TERMS APPLY

Additional terms and conditions may apply to your use of Deem Services

2.1 PRIVACY POLICY. Your privacy and security of information are important to us. Please carefully review the Deem Privacy Policy for information about how we may collect, use, store, or share information from you.

Deem Services for Digital Tokens are provided primarily using the Ethereum (“ETH”) blockchain and related layer-two solutions such as Polygon/Matic (“Polygon”) and are therefore subject to the privacy policies available at https://ethereum.org/en/privacy-policy and https://wallet.polygon.technology/privacy-policy/ respectively. Some Digital Token Services may be offered on other layer-1 or layer-2 blockchains.

Additionally, most blockchains utilize distributed ledger technology, and blockchain transactions are often publicly available and permanently preserved. That information includes date and time of transaction submission and confirmation, tokens exchanged in any transaction, and digital wallet addresses involved in that transaction. Deem has no ability to alter or obscure transactions on blockchains used in connection with the Deem Services. Please be aware of the information you provide when entering into blockchain transactions and conduct yourself accordingly for your desired level of privacy.

2.2 E-SIGNATURE AGREEMENT. Interactions utilizing the Deem Services, including third-party wallets linked to blockchain addresses or accounts, require digital signatures to authorize transactions. By using Deem Services, you agree that any electronic signature, whether digital or encrypted, that is intended to authenticate a writing shall have the same force and effect as manual signatures to the fullest extent of the law. “Electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including without limitation a checkbox, facsimile, or email signature.

2.3 DIGITAL TOKEN. Deem Services includes the ability to obtain and use Digital Tokens (aka digital assets, Non Fungible Tokens, or NFTs), herein referred to as “Digital Tokens”. Transferability and use of each Digital Token which will depend on the individual Digital Token, and the terms and conditions issued by various companies who use the Deem Services (the “Company Providers”). You should understand the applicable terms, conditions, and restrictions on use and transferability for each of the Digital Tokens you obtain through the Deem Services.

3.0 WHO MAY USE DEEM?

Any individual who is legally competent to form a binding contract and is eighteen (18) years old or older with a compatible mobile phone number or device may use certain Deem Services. You may be required to successfully complete our know-your-customer (“KYC”) verifications or provide other information before you will be granted full functionality to the Site and the Deem Services.

Additionally, Deem may require you to provide additional information as applicable laws or regulations dictate or to investigate potential violations of this Agreement. Deem reserves the right to suspend your access to Deem Services while it gathers and processes any information requested and received and may refuse to restore access to the Deem Services if you do not provide complete and accurate information upon Deem’s request.

3.1 CONSUMER WALLETS.

Your identity on the Site, when utilizing Digital Token Services, will be linked to one or more blockchain addresses assigned to you by Deem. One or more of those blockchain addresses assigned may be a non-custodial wallet which is managed by Deem.

Certain Digital Tokens may be transferable to a custodial wallet of your choosing. We are not responsible for your account with a third-party wallet provider, and you may be subject to such third-party wallet provider’s terms and conditions and privacy policies. You should review such third-party terms and conditions and privacy policies carefully. By using a self-custody wallet, you own any data, information, or material originated by you that you submit in the course of using the Deem Services. Deem may not be able to transfer or otherwise control the contents of any third-party digital wallet(s), and it is your responsibility to keep your wallet(s) secure. Deem does not have custody or control of your third-party wallet(s) and has no ability to retrieve or transfer its contents.

3.2 CONSUMER REPRESENTATIONS.

You represent and warrant to Deem that you:

(a) are legally competent to form a binding contract and are eighteen (18) years old or older;

(b) are not listed on the Specially Designated Nationals (“SDN”) list maintained by the Office of Foreign Assets Control (“OFAC”) or any other similar list maintained by the United States Department of State, Department of Commerce or any other government authority or pursuant to any Executive Order of the President or any similar list in the jurisdiction in which you are located and your digital wallet address is not on any such list or controlled by a person on any such list;

(c) have not been previously indicted for or convicted of any Patriot Act Offense (the term “Patriot Act Offense” can include any criminal violation relating to terrorism or money laundering, including offenses under the Patriot Act, the Bank Secrecy Act, the Money Laundering control Act of 1986, or criminal laws against terrorism or money laundering, and may also include conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense);

(d) are not a competitor of Deem and are not using the Deem Services for reasons that are in competition with Deem;

(e) are not restricted by law from obtaining or using digital assets due to being from, a resident of, or located in, Algeria, People’s Republic of China, Crimea region of Ukraine, Cuba, Donetsk region of Ukraine, Egypt, Guyana, Iran, Iraq, Libya, Luhansk region of Ukraine, Morocco, Nepal, North Korea, Russia, South Sudan, Sudan, Syria, United Arab Emirates, or Yemen; and

(f) are not otherwise barred from using the Deem Services under applicable law.

4.0 MODIFICATIONS OF THIS AGREEMENT

We may update this Agreement from time to time in our sole discretion. If we do, we will notify you by posting a revised Agreement on this page with a revised “Last Updated” date, and we may (but are not required to) send other communications notifying you of such an update. It is important that you review this Agreement whenever we update it.

Deem may require you to provide consent to the updated Agreement in a specified manner before further use of the Deem Services is permitted. Otherwise, by continuing to use the Deem Services after we have posted an updated Agreement, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Deem Services anymore.

Because our services are evolving over time, we may change or discontinue all or any part of the Deem Services, at any time, at our sole discretion. If we discontinue the Deem Services or at any other time, you may lose access to Digital Tokens which are held in any non-custodial wallet which is managed by Deem.

5.0 ENTITY DISCLOSURE INFORMATION

Redeem Technologies Inc. d/b/a Deem, a Delaware corporation, operates the Deem Site and Deem API, through which Deem Services can be obtained.

6.0 DISCLOSURE OF RISKS

Use of any digital platform carried significant potential risks. Use of Deem Services are subject to the following risks, among others:

6.1 BLOCKCHAIN AND ETH RISKS. You acknowledge that engaging in transactions on the blockchain has inherent risks and is susceptible to interruption. By using the Deem Services you acknowledge, agree to, and accept the following risks:

Information transmission can be disrupted. You accept the risk that our Site could be affected by technical difficulties that impede your ability to obtain, view, or deliver information or execute transactions, including in time sensitive transactions. We do not control the public blockchains that you are interacting with.

Transactions may require additional documentation or verification. We may require additional information from you, such as payment information or your account information with a Company Provider, before we can complete the transfer or use of a Digital Token. It is your responsibility to verify the status of any attempted Digital Token usage or transfer and to timely execute and submit necessary documents. We shall have no liability to you for any losses, financial or otherwise, suffered by you arising out of or resulting from compatibility or interoperability problems of the Site, your computer device, or your failure to confirm any attempted Digital Token usage or transfer.

Compromised Digital Wallets. Any custodial digital wallet which you transfer digital assets to, including compatible Digital Tokens, can be accessed by anybody with access to that wallet’s seed phrase or private key or anybody who is granted access to it through Smart Contract, even if that seed phrase, private key, or granted access is done maliciously or unintentionally. If a custodial digital wallet where your store Digital Tokens is compromised, you must contact us immediately (you can report such a breach by emailing support@usedeem.com ). Deem is not responsible for any unauthorized access to or use of your Consumer Account or Digital Tokens.

Cyberattacks may occur. You understand that fraud and cyberattacks occur and that your data may not be completely safe on any computer system or network. However, there are certain steps that you can take to protect the safety and security of your data and you agree to take reasonable measures to do so. Transactions on most blockchains are irreversible, and losses due to fraudulent or accidental transactions may not be recoverable.

Regulation. The regulatory status of Digital Tokens, cryptographic tokens, digital assets, and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations, or rules that will affect cryptographic tokens, Digital Tokens, digital assets, blockchain technology, or its applications. Such changes could limit the Deem Services or the transferability of Digital Tokens.

Third-party services disruption. You understand and agree that the Deem Services may require the use of third-party resources which are not under the direction or control of Deem. These resources may become unavailable during times of especially high traffic, or due to potential changes of access to those third-party resources. You accept the risk that interruption or inaccuracy of third-party services may impede your ability to obtain, view, or deliver information or use or transfer Digital Tokens, including in time-sensitive usages or transfers.

Risk of Fraud. Digital tokens and the holders of digital tokens are often the targets of individuals attempting to access those tokens through fraudulent or duplicitous means. The individuals perpetrating these frauds will often use QR codes, malicious links, or social engineering scams where they pose as legitimate actors such as Deem to gain access to individuals’ digital wallet or the seed phrase which grants access to that digital wallet. Do not ever electronically store your seed phrase, give that seed phrase to others, or click on unknown links. Before interacting with a website or social media account, take extra care to confirm that is the official website or social media account of the intended party and not a person posing at that account/individual fraudulently. For example, there is a known scam through which bad actors have stolen digital assets by posing as the sponsor of a project and have posted social media or other links (which then install malware or compromise wallet credentials) pretending to “airdrop” new digital assets to existing holders. You should understand the common forms of fraud in the exchanges of digital assets and protect yourself against those risks.

6.2 YOU ARE RESPONSIBLE FOR YOUR DECISIONS. Deem Services are offered to you upon the express condition that you will fully evaluate your own financial circumstances and the terms of the Digital Tokens offered to you. You are fully responsible for your own financial decisions. You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself.

6.3 TAX RISKS. Digital Tokens or any other digital representations may be subject to certain tax reporting obligations. It will be your responsibility to account for, file, and pay any applicable taxes. It is your responsibility to determine the potential tax consequences of your receipt, use, or transfer of Digital Tokens.

7.0 DIGITAL TOKENS

7.1 SMART CONTRACTS. Usage and other transfers of Digital Tokens are achieved through smart contracts, which are the technical mechanism for executing a transaction in an automated or partially-automated manner on the blockchain (“Smart Contracts”). Many blockchains provides an immutable ledger of all transactions that occur on that particular blockchain. We neither own nor control your non-custodial wallet of choice, your preferred cryptocurrency exchange, any utilized blockchain, your browser, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to utilize any Deem Services.

Transactions on many blockchains are irreversible, and any token exchanged in such a transaction may be unrecoverable. Non-fungible tokens (“NFTs”) and Digital Tokens exist only via the ownership record maintained on the blockchain. You are solely responsible for evaluating the Smart Contract and any vulnerabilities thereof. Deem is not responsible for any loss of ownership of any NFT or Digital Token including any loss as a result of loss of password or log-in information, corrupted files, viruses, phishing, attacks against the Site or blockchain, transfer to non-compatible digital address, accidental burning, unauthorized third-party activities, or any other reason.

7.2 GAS FEES. Transactions on the blockchain require the payment of a transaction fee (“Gas”) which funds the network of computers that confirm transactions on the blockchain. Deem will provide the required gas fees for many usages and transfers of Digital Tokens. However, you may need to pay Gas for each transaction that you enable via the Site or that results in a transfer or use of a Digital Token. Except as otherwise expressly set forth in this Agreement, you will be solely responsible to pay any Gas for any transaction (including failed transactions) that you prompt via the Site. The value of the Gas fee changes, often unpredictably, and is entirely outside of the control of Deem.

7.3 OWNERSHIP. When you acquire a Digital Token, you own the Digital Token and have the rights which accompany such Digital Token and as specified by the applicable Company Provider. Note that any decision by Deem to change or discontinue all or any part of the Deem Services may result in a loss of any Digital Token which are contained in any non-custodial wallet which is managed by Deem.

8.0 CREATING AND USING A DEEM CONSUMER ACCOUNT

To access all the features of the Deem Site or to acquire Deem Services, you are required to create an account with us (a “Consumer Account”).

Read this section to learn how to open a Consumer Account and the terms and conditions that apply to that account.

8.1 DEEM CONSUMER ACCOUNT RULES. By opening a Deem Account, you accept and agree to the following rules:

You must provide us with truthful, accurate, complete, and current account information and keep this information up to date. If you do not, we may suspend or terminate your Consumer Account.

Deem may require you to provide additional information as applicable laws or regulations dictate or to investigate potential violations of this Agreement or any other applicable Merchant Provider’s terms and conditions. Deem reserves the right to suspend your access to some or all Deem Services while it gathers and processes any information requested and received, and may refuse to restore access to the Deem Services if you do not provide complete and accurate information upon Deem’s request.

You will not use the Site for any prohibited activity, including but not limited to: use on any dark market, ransomware, mixing service (i.e., a mixer or tumbler used to obscure the source of funds), or illegal activity that would violate, assist in violation of, or cause us to violate any applicable laws, or which would involve proceeds of any unlawful activity.

To protect your Consumer Account, you must keep your Consumer Account details and password confidential. Notify us right away by emailing support@usedeem.com if you detect any unauthorized use, or if you know of or suspect a breach of security of either your Consumer Account or any digital wallet linked to that Consumer Account.

You are responsible for all activities that occur under your Customer Account, whether or not you know about or consent to them.

A description of the information we collect from you when you create a Deem Consumer Account and how we use or share that information is contained in our Privacy Policy.

Customer Accounts require individuals have access to the method used to unlock their phones and authorize transactions using those phones. Those authorization methods may include the collection of biometric information. Deem does not have access to or collect any biometric information. You should refer to your phone provider or other applicable third-party provider’s terms for information regarding their collection and use of any of your biometric information.

You agree and understand that certain legal restrictions may impede or restrict our ability to deliver the Deem Services to you. You are solely responsible for determining whether the use or transfer of Digital Tokens are permitted in the jurisdiction where you live, and you shall not use or transfer any Digital Tokens if such activity is not permitted in the jurisdiction where you live.

9.0 RIGHTS RELATED TO THE CONTENT AVAILABLE THROUGH DEEM SERVICES AND SITE

9.1 CONTENT. The Deem Services are data-driven and our Site is full of valuable content. When you access or use our Site or accept, acquire, inquire about, purchase, or seek Deem Services, you may have access to and use of content, data, information, materials, functionality, a user interface and user experience, including, without limitation, analyses, audio-visuals, branding, code, data, formulas, graphics, images, listings, logos, music, offerings, performance metrics, programming, projections, reports, software, statements, summaries, text, tools, or works of authorship of any kind (collectively, “Site Content”) that have been conceived and created by (a) Deem or its affiliates or their agents or third-party contractors (“Deem Content“), (b) nonaffiliated third parties that license Site Content to Deem or its affiliates (“Third Party Content”), or (c) users of Deem Services (“Consumer Content” and, together with Deem Content and Third Party Content, “Content”). As between you and Deem, (i) Deem Content is and shall remain Deem’s sole and exclusive property, (ii) Third Party Content is and shall remain the sole and exclusive property of the nonaffiliated third parties that license such Content to Deem, and (iii) Consumer Content is and shall remain the sole and exclusive property of the users of Deem Services who previously uploaded such Content to the Site.

9.2 RIGHT TO USE. Subject to your continued compliance with this Agreement and subject to our right to suspend or terminate your use or access as set forth in this Agreement or as may be required by applicable law or legal order, you are granted a limited, nonexclusive, non-transferable, non-sublicensable, and personal license to access and use the Deem Services, including Content available at the Site, solely during the term of this Agreement and solely in connection with use of the Deem Services; provided, that no license is granted in any jurisdiction prohibited in Section 3.2(e).

9.3 RESTRICTIONS ON USE: You hereby acknowledge and agree that:

all Content is protected by copyright, patent, trademark, trade secret, proprietary, or other intellectual property rights and laws;

you will keep confidential and not disclose your Consumer Account information (including account details and passwords), in whole or in part, to any person for any purpose other than in connection with your own personal use of the Deem Services;

you will not modify, copy, distribute, lease, loan, publish, scrape, sell, share, or incorporate into derivative works any Content, in whole or part, nor take measures to gather, mine, or extract through any means or methods the Content made available to you through the Deem Services;

you will not use any meta tags or other hidden text or metadata utilizing any Deem or third-party trademark, logo, URL, or product name without our express written consent;

you will not use or permit others to use Content for any commercial or other unauthorized purposes (including, without limitation, for any direct marketing or telemarketing lists or applications), and you will not use the Deem Services in a service bureau capacity or for the benefit of any third party;

you do not acquire any proprietary rights, including intellectual property rights, in or to any Content;

you will not use Content in any way that violates any law, statute, ordinance, or regulation, or infringes upon the copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights or rights of publicity or privacy belonging to Deem, its affiliates, or any third party;

you will not use Content (a) as a factor in establishing an individual’s eligibility for credit, insurance, or employment, (b) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority, (c) in connection with underwriting individual insurance, or (d) in a way that would constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. or similar statute, or by any other authority having jurisdiction; and

you will not, and will not permit others to:

use, display, mirror or frame our Site or any individual element within Deem Services or the Site, or the name, trademark, logo or other proprietary information, or the layout and design of any page or form contained on the Site without our express written consent;

attempt to probe, scan, or test the vulnerability of our system or network or breach any security or authentication measures;

avoid, bypass, remove, deactivate, impair, de-scramble, or otherwise circumvent any technological measure implemented by us or any of our providers or other third party including another user to protect our Site, the Deem Services, or Content;

send unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Deem Services or Content to send altered, deceptive or false source-identifying information;

attempt to decipher, de-compile, disassemble or reverse engineer any of the software used on or in connection with our Site;

interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus or overloading, flooding, spamming, or mail-bombing our Deem Services;

access or use the Deem Services to collect from other users or store any other user’s personally identifiable information without their express written permission;

use the Deem Services, or any portion thereof, for any commercial purpose or for the benefit of any third party, or in any other manner, except where otherwise permitted by this Agreement;

impersonate, or misrepresent your affiliation with, any person or entity;

employ, operate, or create any computer program to simulate the human behavior of a user (“Bots”) on the Site (including the use or attempted use of Bots to obtain Digital Tokens on the Site);

knowingly purchase or offer for sale any Digital Tokens or NFT which is stolen or otherwise taken from its rightful owner;

use or attempt to use another user’s account or wallet without authorization from that user; or

use the Deem Services for money laundering, terrorist financing, or other illicit finance activity, to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity, to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, or any other illegally obtained items, or, unless expressly authorized in writing by Deem, to carry out any financial activities subject to registration or licensing

You acknowledge sole responsibility for, and assume all risk arising from, your use of or reliance on any Third-Party Content. We reserve the right to investigate violations of this Agreement or other conduct that affects our Site, Deem Services, our rights, or the rights of third parties (including but not limited to Merchant Providers). We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. Deem reserves the right to immediately suspend your access to and use of the Deem Services if Deem suspects you have violated any obligations under this Section 9.3.

9.4 YOUR CONTENT. For purposes of clarity and to avoid misunderstanding, personal information, including financial information, that you provide to us to create a Consumer Account or to enter a transaction with us is NOT considered “Your Content” except to the extent that, in addition to providing such information to us to create a Consumer Account, you also post, share, or otherwise make such information publicly available to other users of the Deem Services, in which case the information that you publicly share will be considered Your Content.

By making any Your Content available through the Deem Services, you hereby grant to Deem and its affiliated companies an irrevocable, non-exclusive, transferable, sublicensable, worldwide, perpetual, royalty-free license with right to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute Your Content (a) in connection with operating and providing the Deem Services.

You are solely responsible for all Your Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in Your Content under this Agreement, and that Your Content is and will at all times throughout your use of the Deem Services remain accurate, complete, and truthful. You represent and warrant that Your Content, your use and provision of Your Content to be made available through the Deem Services, and use of Your Content by Deem, its affiliates, or other users on or through the Deem Services will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Without limiting any of your obligations set forth in Section 9.3, you agree not to post, upload, publish, submit, or transmit any Site Content, or use Your Content or any other Content in a manner, that: (i) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, proprietary or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages conduct that violates, any applicable law or regulation or could give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

9.5 NO ENDORSEMENT. We do not endorse any users of our Deem Services nor do we endorse Third Party Content, Consumer Content, Your Content, or other products or materials available through or on the Deem Services.

Third party sites will have their own terms of use, privacy policies, and security practices that are different than ours. It is your responsibility to read and understand the policies and practices of those sites before agreeing to use the site. You acknowledge sole responsibility for, and assume all risk arising from, your use of third-party sites or services.

9.6 RIGHT TO REMOVE CONTENT. We reserve the right, but are not obligated, to monitor and to remove or disable access to any Content on the Deem Services, including Your Content, and links, at any time, for any reason, and without notice, including without limitation if we, at our sole discretion, consider any such Content (including Your Content) objectionable, potentially in violation of applicable law, or in violation of this Agreement.

You can remove Your Content by deleting it through our Site. However, in certain instances, some of Your Content may not be completely removed and may continue to exist on the Site. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) Your Content.

10.0 CONSUMER COMMUNICATIONS

10.1 TELEPHONE CONSUMER PROTECTION ACT (“TCPA”). By creating a Consumer Account or using the Deem Services through a mobile device, you expressly consent for Deem or its affiliates to communicate with you for the below purposes at any telephone number that you provide, or that is provided via your existing social networking account (such as Facebook, Google, Twitter, or Instagram) (each, an “SNS Account”), as follows:

for non-telemarketing purposes, we may contact you using any means, including without limitation by placing live, artificial voice, or pre-recorded calls or SMS text messages;

non-telemarketing calls or SMS text messages may be delivered at your number in accordance with this “Consumer Communications” section regardless of whether the telephone is answered by you, someone else, or by a listening or recording device such as an answering machine or voice mail messaging service;

you understand that your cellular or mobile carrier’s standard message and data rates apply; and

your express written consent is valid until revoked even if you have registered the provided number on any state or national do-not-call registry.

10.2 TCPA OPT OUT. You are not required to consent to receive calls or texts in order to be eligible to access, use, or visit our Site or to accept, acquire, inquire about, purchase, or seek Deem Services. Note, there are some functions of the Deem Services which will only be accessible through SMS text messages, and which will require your ongoing consent to receive such messages to utilize.

You may ask to be placed on our company’s entity-specific “do-not-call” list at any time by emailing us at privacy@usedeem.com See our Privacy Policy for additional information.

10.3 COMMUNICATIONS FROM DEEM. DEEM WILL NEVER REQUEST THE PRIVATE KEY, PASSPHRASE, PASSWORD, OR SEED PHRASE INFORMATION NEEDED TO ACCESS YOUR DIGITAL WALLET OR ACCOUNT. DEEM WILL NOT SEND YOU TELEMARKETING COMMUNICATIONS VIA TEXT. Please use extreme caution when interacting with any links sent from a social media account or elsewhere from an individual claiming to be a Deem representative. If you have any questions or concerns, please only contact an official Deem representative by emailing support@usedeem.com with any relevant details. Deem will NEVER do a stealth mint or airdrop claim without providing adequate time to prepare and research the veracity thereof. We will NEVER ask you to connect your digital wallet except through official communications on the Site. If you believe there is an individual or individuals improperly holding themselves out as Deem representatives, please contact us at the above link so Deem can investigate.

11.0 TERMINATION

This Agreement (as may be amended from time to time by Deem) will continue to apply to you and your use of our Site or Deem Services until your account or relationship with us is terminated.

We reserve the right to suspend, cancel, or terminate your access to our Site or Services, in our sole discretion, at any time, and without prior notice with or without cause. We may suspend, cancel, or terminate your account if we believe you are using it for a purpose that is unauthorized, improper, illegal, or that could harm our company, our customers, or third parties. In addition, if you fail to comply with any terms and conditions of this Agreement, then your access to our Site or Services may be automatically terminated, without notice to you. You agree that we will not be liable to you or any third party for any termination of your account or access.

You may also cancel your Consumer Account at any time by sending an email to us at support@usedeem.com .

Upon any termination, discontinuation, or cancellation of the Deem Services or your Consumer Account, the following provisions will survive: 2.1, 2.2, 2.3, 3.0, 3.1, 3.2, 6.2, 6.3, 7.1, 7.3, 8.1, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6, 12.0, 13.0, 14.0, 15.1, 15.2, 15.3, 15.4, 15.5, 15.6, 16.1, 16.2, 16.6, and 16.7.

12.0 WARRANTY DISCLAIMERS

You understand that we cannot and do not guarantee or warrant that any files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR (A) ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OR ACCESS TO INFORMATION OBTAINED THROUGH THE SITE OR DEEM SERVICES, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED OR LINKED TO THE SITE OR DEEM SERVICES, (B) ANY IDENTIFICATION, MISIDENTIFICATION, OR IMPERSONATION OF ANY USER OF THE DEEM SERVICES, OR (C) ANY LOSS OR DAMAGE ARISING FROM OR IN ANY MANNER IN CONNECTION WITH THIS AGREEMENT.

THE DEEM SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “WHERE IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Deem Services or any Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Deem Services.

Transactions on the Site may utilize experimental Smart Contract and blockchain technology, including Digital Tokens, non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems, including governance by decentralized autonomous organization. You acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking, and theft, or changes to the protocol rules of any applicable blockchain (e.g., “forks” and “merges”), which can adversely affect the Smart Contracts and may expose you to a risk of total loss, forfeiture of your Digital Token or NFT, or lost opportunities to buy or sell Digital Tokens or NFTs.

13.0 INDEMNITY

You will indemnify, defend, and hold harmless Deem, its affiliates and their respective officers, directors, employees, shareholders, contractors, and agents, from and against any and all claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Deem Services or any Content; (b) Your Content; (c) your violation of this Agreement or of any regulation or law in connection with the Deem Services or this Agreement; or (d) the acts or omissions of any third party related to your use of the Site, Deem Services, Your Content, or other Content.

14.0 LIMITATION OF LIABILITY

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising from your use of the Site and Deem Services remains with you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DEEM, OR ANY OTHER OF ITS SERVICES PROVIDERS OR THIRD PARTIES INVOLVED IN CREATING, PRODUCING, PROMOTING, OR DELIVERING THE SITE OR DEEM SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, MULTIPLE OF DAMAGES, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OR INABILITY TO USE THE SITE OR DEEM SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DEEM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF DEEM, ITS AFFILIATES, SERVICE PROVIDERS, EMPLOYEES, SHAREHOLDERS, CONTRACTORS, AGENTS, OFFICERS, AND DIRECTORS, TO YOU OR ANY THIRD-PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE FEES YOU HAVE PAID DEEM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DEEM AND YOU. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF DAMAGES SET FORTH ABOVE DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15.0 DISPUTE RESOLUTION

15.1 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, including any conflicts of law provisions of the laws of the State of Delaware.

15.2 CLASS WAIVER. YOU AND DEEM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. If the parties’ dispute is resolved through arbitration, the arbitrator shall not consolidate another person’s claims or otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this “Dispute Resolution” section shall be null and void.

15.3 INFORMAL DISPUTE RESOLUTION. In the event of a dispute, you agree that you shall first contact Deem and provide Deem at least thirty (30) day to make a good faith and sustained effort to resolve that dispute (“Informal Proceeding”) before resorting to more formal means of resolution, including without limitation, a court or arbitration action.

15.4 EXCLUSIVE JURISDICTION AND VENUE. The parties hereto hereby irrevocably and exclusively submit to the jurisdiction of the federal or state courts of Johnson County, Kansas. The parties agree that a final non-appealable judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, each of the parties hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that the related documents or the subject matter thereof may not be litigated in or by such courts.

15.5 INJUNCTIVE AND DECLARATORY RELIEF. The federal or state courts of Johnson County, Kansas shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

15.6 SEVERABILITY. Except as provided in section 15.2 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

16.0 GENERAL TERMS

16.1 OWNERSHIP OF DEEM SERVICES. Deem and its licensors exclusively own all right, title, and interest in and to the Deem Services, including all associated intellectual property rights. You acknowledge that the Deem Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Deem Services.

16.2 WHOLE AGREEMENT. This Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Deem and you regarding the Deem Services.

16.3 SURVIVABILITY. With the exception of any of the provisions in the Class Action Waiver subsection above, if any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

16.4 ASSIGNMENT RIGHTS. You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and void. Deem may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

16.5 NOTICES. To the fullest extent of the law, any notices or other communications provided by Deem under this Agreement, including those regarding modifications, will be given to you by via email or by posting to the Site (including to your user dashboard). For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

16.6 NO WAIVER. Deem’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Deem. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

16.7 CAPTIONS. The captions in this Agreement are for convenience of reference only and shall not govern the interpretation of any of the provisions hereof.

17.0 QUESTIONS OR FEEDBACK

Have a question about this Agreement? Love our services? Have an idea to make Deem even better? We welcome questions and feedback via email at support@usedeem.com.