TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement is a binding legal agreement between you (“Customer,” “you,” or “your”) and Llama Ranch, Inc. (“Llama”), and sets forth the terms and conditions under which Llama will provide Customer and its Authorized User(s) (defined below) with the Services (defined below). By entering into an Order (as defined below), clicking “I accept” or otherwise accessing or using the Services in any way, Customer represents that: (1) Customer has read, understands, and agrees to be bound by this Agreement; and (2) Customer has the authority to enter into this Agreement, as an individual and/or on behalf of the entity that Customer represents, as applicable. If Customer is entering into this Agreement on behalf of an entity, then “Customer” as used herein will refer to such entity. This Agreement will become effective upon the date of Customer’s acceptance hereof (the “Effective Date”). If Customer does not agree to be bound by this Agreement, Customer may not access or use the Services.

Llama has developed, and hosts, operates, and supports, an online platform (the “Platform”) through which its customers can create, participate in, and/or moderate online access control and governance systems for protocols or other smart contracts (each such access control system, an “Instance”). Customer desires to access, and Llama desires to make available to Customer, a unique tenancy on the Platform (a “User Account”);

1. DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.
   
   1.1. “Access Protocols” means any passwords, access codes, or other documentation as may be necessary to allow Customer and any Authorized Users of Customer to access and use the User Account.
   
   1.2. “Administrator” means one or more Authorized Users who are designated by Customer to (i) oversee the onboarding of Authorized Users to the User Account, (ii) grant permissions to Authorized Users to access various Instances (defined below) and enable certain Roles (defined below) therein; and (iii) customize User Account settings, including without limitation any privacy or content access settings.
   
   1.3. “Agreement” means this Terms of Service Agreement and all Orders into which this Terms of Service Agreement is incorporated.
   
   1.4 “Applicable Laws” means all applicable laws, statutes, ordinances, regulations, rules, and self-regulatory guidelines.
   
   1.5. “Authorized User” means any current employee, consultant, or agent of Customer, who is authorized by Customer to access and use the User Account pursuant to the terms and conditions of this Agreement; provided, however, that any consultant’s or agent’s access to and use of the User Account shall be limited to the scope of its relationship with and provision of services to Customer.
   
   1.6. “Customer Content” means any data, media, documents, content, and other materials (“Content”) that Customer creates, uploads, or otherwise makes available to Llama hereunder.
   
   1.7. “Digital Asset” means any cryptocurrency, non-fungible token, or other digital asset.
   
   1.8. “Digital Wallet” means a software-based system for the custody and storage of Digital Assets.
   
   1.9. “Documentation” means any technical materials made available by Llama to Customer, whether in hard copy or electronic form, describing the use and operation of the Services, as may be updated from time to time.
   
   1.10. “Services” means Llama’s provision to Customer of access to and use of the Platform through a User Account as set forth herein, and all related hosting, maintenance, and support services made available by Llama to Customer hereunder.
   
   1.11. “Fees” mean the fees due to Llama for the Services.
   
   1.12. “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) Marks; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
   
   1.13. “Marks” means an entity’s names, trade names, trademarks, service marks, logos, and other brand identifiers owned and used as indicia of identity by such entity, and all rights in and to the foregoing.
   
   1.14. “Order” means an order form entered into between Llama and Customer that incorporates this Terms of Service Agreement. In the event of a conflict between any Order and this Terms of Service Agreement, the Order will control solely to the extent of such conflict.
   
   1.15. “Personal Information” means any information that identifies, or is capable of identifying, an individual, and may include, without limitation (i) an individual’s name, social security number, date of birth, or driver’s license or other government-issued identification number; (ii) an individual’s contact information, such as an address or telephone number; (iii) financial account information; and (iv) information about an individual whose disclosure is protected or otherwise regulated by any Privacy Law.
   
   1.16. “Privacy Laws” mean any national, international, federal, and state laws or regulations applicable to the collection, use, processing, and protection of Personal Information under this Agreement.
   
   1.17. “User Data” means any data provided to or otherwise collected by the Services by or with respect to an Authorized User.
   
   
2. SERVICES; RESTRICTIONS; EULAS; MODIFICATIONS.
   
   2.1. Services. Subject to the terms and conditions of this Agreement, Llama shall provide the Services to Customer. On or as soon as reasonably practicable after the Effective Date, Llama shall provide to Customer the Access Protocols to allow Customer to access and make available Customer’s User Account. Customer’s Authorized Users will be granted access to the User Account in accordance with the this Agreement and any additional terms or restrictions set forth by Customer.
   
         (a) Limited Access Services. Certain Services may only be made available to Authorized Users or to a subset thereof.
   
         (b) Token-Gated Access. In order to access certain Content and/or Services, including without limitation to access a particular Instance, you may need to have certain Digital Assets and/or Connected Content in your linked Digital Wallet. We are not liable for, and take no responsibility for, any failure or incompatibility of any such Digital Assets and/or Connected Content.
   
         (c) Instances. Instances are made available through the Services, and all user (including Authorized User) activity on or in connection with such Instances is subject to (i) this Agreement, and (ii) any supplemental terms applicable to such Instance (“Strategies”), to the extent such Strategies do not conflict with this Agreement. When you join or otherwise participate in any Instance, you acknowledge and agree that the terms of this Agreement and the applicable Strategies apply to all such participation. Certain Authorized Users may have additional permissions and/or responsibilities with respect to an Instance (“Roles”), including without limitation Roles for moderating such Instance to ensure that all Customer Content (as defined below) made available through such Instance complies with this Agreement and the applicable Strategies. You expressly acknowledge and agree that such Authorized Users, and not Llama, are responsible for any action or inaction taken by such Authorized Users.
   
         (d) Instance Actions. Authorized Users with the applicable permissioned role (the “Permissioned ID”) in an Instance may use the Services to initiate an action to be taken by such Instance (each, a “Action”). If an Instance approves such Action in accordance with the applicable Strategies, the Action will be deemed finalized.
   
                 (i) Each Action and all Customer Content (as defined below) made available by a Authorized User in connection therewith will be made publicly available, unless otherwise set forth in connection with such Action, or unless the applicable Instance customizes such Action’s privacy settings in accordance with the then-current functionality of the Services. Llama reserves the right, but has no obligation, to archive or delete any Action or Customer Content if Llama in its sole discretion determines that such Action and/or Customer Content violates this Agreement or Applicable Law.
   
                 (ii) Actions may include the creation or deployment of one or more smart contracts. Llama does not control such smart contracts and cannot disable or prevent any such actions from being triggered.
   
         (e) Actions may include the collection, custody, transfer, and/or payment of Digital Assets (collectively, “Payment Services”) through smart contracts deployed for such purpose (“Accounts”). All Payment Services are provided by third-party Payment Processors (as defined below) and may be subject to additional terms. When you deploy an Account or otherwise use the Payment Services, you are using Llama’s services to help facilitate the drafting of transaction messages that are processed by one or more Payment Processors and effected on third-party blockchains. Llama does not perform, and is not capable of performing, any transactions or sending of any transaction messages on your behalf.
   
   2.2. Hosting. Llama shall provide for the hosting of the User Account, provided that nothing herein shall be construed to require Llama to provide for, or bear any responsibility with respect to, any Customer or Authorized User telecommunications or computer network hardware, software, services or access. Customer shall be responsible for obtaining Internet connections and other third-party software and services necessary for it to access the Services.
   
   2.3. Restrictions on Use. Customer will not (and will not authorize, permit, or encourage any Authorized Users or other third parties to): (i) allow anyone other than Authorized Users to access and use the Services, in each case solely in connection with Customer’s business; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services unless, and to the limited extent that, Applicable Laws of Customer’s jurisdiction require Llama to give Customer the right to do so to obtain information necessary to render the Services interoperable with other software; provided, however, that Customer must first request such information from Llama, and Llama may (in its sole discretion) either provide such information to Customer or impose reasonable conditions on such use of the source code to ensure that Llama and its licensors’ proprietary rights in the source code for the Services are protected; (iii) modify, adapt, or translate the Services; (iv) make any copies of the Services; (v) resell, loan, lease, distribute, or sublicense the Services or any portion thereof (including without limitation the User Account); (vi) remove or modify any proprietary marking or restrictive legends placed on the Services; (vi) use or otherwise access the Services for the purpose of developing a competing service; (viii) use the Services in violation of any Applicable Law or for any purpose not specifically permitted in this Agreement; (ix) introduce into the Services any software, virus, worm, “back door,” Trojan Horse, or similar harmful code; (x) provide false or misleading information to Llama;.
   
   2.4. Connecting a Digital Wallet; Registration Information; Connected Content. In order to use certain features of the Services, an Authorized User must connect a compatible Digital Wallet to the Services and may be asked to provide certain information to us in connection with such features or services (“Registration Information”).
   
         (a) You agree that: (i) all Registration Information submitted by Customer or any Authorized User in connection with your use of the Services is truthful and accurate; (ii) Customer will maintain the accuracy of such information; and (iii) each Authorized User will maintain the security of such Authorized User’s Digital Wallet and accept all risks of unauthorized access to such Digital Wallet and to the Registration Information provided to us. Transactions Effected Through a Digital Wallet.
   
         (b) In order to be successfully completed, any transaction involving Digital Assets must be confirmed by and recorded on the blockchain supporting such Digital Assets. Llama has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant blockchain, and Llama does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallet, to the maximum extent permitted by law. ALL TRANSACTIONS INITIATED THROUGH YOUR DIGITAL WALLET ARE EFFECTED BY THIRD-PARTY DIGITAL WALLET EXTENSIONS. BY USING OUR SERVICES IN CONNECTION WITH ANY SUCH TRANSACTION, YOU AGREE THAT SUCH TRANSACTIONS ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR THE APPLICABLE DIGITAL WALLET. WE CANNOT AND DO NOT CONTROL YOUR THIRD PARTY DIGITAL WALLET.
   
         (c) When you connect your Digital Wallet to the Services, you acknowledge and agree that the Services may enable Llama to access, analyze, and display certain Content or other data, including without limitation Digital Assets (collectively, “Connected Content”) publicly associated with that Digital Wallet. Llama is not liable to you in connection with our or any third party’s use of the Services to view such Connected Content that you have made publicly available. LLAMA DISCLAIMS ANY LIABILITY FOR CONNECTED CONTENT, INCLUDING WITHOUT LIMITATION PERSONALLY IDENTIFIABLE INFORMATION, THAT MAY BE PROVIDED TO IT IN VIOLATION OF ANY PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH WALLETS. Llama makes no effort to review any Connected Content for the benefit of you or any other Authorized User, including but not limited to, for accuracy, legality or noninfringement, and Llama is not responsible for any Connected Content.
   
   2.5. Access Permissions. The Administrator(s) shall have access to all sections of the User Account. The Administrator(s) shall have the ability to grant Access Protocols to each Authorized User and to activate and enable Roles and Permissioned IDs. Administrator(s) shall be responsible for granting or denying and such access, and shall notify Llama promptly if any permissions require modification, or if an Authorized User’s account must be deactivated. Customer acknowledges and agrees that Customer is solely responsible for all activity that occurs on behalf of its Authorized Users’ accounts or other means of access to the Services, and for such Authorized Users’ compliance with this Agreement. Customer shall prevent unauthorized access to, or use of, the Services (including Customer’s User Account) and notify Llama promptly of any such unauthorized access or use known to Customer.
   
   2.6. Modifications; No Contingency for Future Commitments. Llama may, in its sole discretion, modify the Services or any portion thereof from time to time by adding, deleting, or modifying features to improve the user experience; provided, however, that during the Term, such additions, deletions, or modifications to features will not materially decrease the overall functionality of the Services. Unless otherwise expressly agreed by the Parties in writing, Customer agrees that payment of the Fees under this Agreement is not contingent on the delivery of any future functionalities or features of the Services, or any other future commitments with respect to the matters contemplated hereunder, except as expressly set forth in this Agreement.
   
   2.7. Compliance. Llama has the right, but not the obligation, to monitor Customer’s and its Authorized Users’ compliance with this Agreement and all Applicable Laws. If Customer or any Authorized Users are using the Account in any manner not in compliance with this Agreement, it shall be deemed a breach by Customer of this Agreement.
   
   2.8. Third-Party Services. The Services may include, or be dependent on, certain third-party data, device graphs, software components, application programming interfaces, and other items (the “Third-Party Services”). Llama agrees that throughout the Term, Llama will make commercially reasonable efforts to maintain all rights and licenses in and to the Third-Party Services that are necessary to ensure that Customer and its Authorized Users can use the User Account in the manner contemplated in this Agreement. LLAMA, NOT BEING THE OWNER, OPERATOR, SUPPLIER, OR PRODUCER OF THE THIRD-PARTY SERVICES NOR THEIR AGENT, DOES NOT ENDORSE ANY THIRD-PARTY SERVICES, AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD-PARTY SERVICES AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.
   
   
3. INTELLECTUAL PROPERTY, CUSTOMER CONTENT, AND DATA.
   
   3.1. Ownership. All right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Services, the Documentation, and any other information, data, or analytics provided by Llama, and all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain the sole and exclusive property of Llama. Subject to Section 3.3 and Section 3.4, as between the Parties, all right, title, and interest in and to the Customer Content, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain the sole and exclusive property of Customer.
   
   3.2. License Grant. Subject to the terms and conditions of this Agreement, Llama grants to Customer a non-exclusive, non-transferable license, solely during the Term (as defined below) and solely for Customer’s internal business purposes, and not for the benefit of any third party (other than Authorized Users), to: (a) to access and use the Services in accordance with the Documentation; and (b) use and reproduce a reasonable number of copies of the Documentation solely as necessary to support Customer’s use of the Services.
   
   3.3. Customer Content. Subject to the terms and conditions of this Agreement including Section 3.4 below, Customer hereby grants to Llama a perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free right and license to store, access, reproduce, execute, archive, modify, perform, display, distribute, and use the Customer Content as reasonably necessary to provide and improve the Services. As between Llama and Customer, Customer will have sole responsibility for the accuracy, quality, and legality of the Customer Content. With respect to Llama’s use of any of Customer’s Marks, all good will arising therefrom shall inure solely to Customer’s benefit, and Llama shall use all Marks in accordance with any branding guidelines provided to Llama in writing by Customer.
   
   3.4. Aggregated Data. Llama monitors the performance and use of the Services by our customers and end users and collects statistical and performance data in connection therewith. Llama may use such data only on an anonymized and aggregated basis, in a manner that does not identify Customer, its Authorized Users, or any individual.
   
   
4. FEES AND PAYMENT.
   
   4.1. Fees. Certain products or services offered on or through the Services may be provided for a Fee or other charge. You agree to pay all fees or charges set forth in an Order, or as otherwise set forth on the Services, in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Llama may add new products and services for additional fees and charges, or amend fees and charges for existing products and services, at any time in its sole discretion. The purpose of the Agreement is for you to secure access to the Services. Any fees set forth within and paid by you under the Agreement shall be considered solely in furtherance of this purpose. In no way are these fees paid considered payment for the sale of any of Llama’s software.
   
   4.2. Subscriptions. Certain Services may be provided for a fee or other charge on a time-limited basis (each, a “Subscription”). Llama may add new Services for additional fees, or amend fees for existing Services, at any time in its sole discretion. Any increased fees for existing Subscriptions will apply solely on a forward-looking basis beginning on your next billing period, or as otherwise set forth on the applicable Order.
   
   4.3. Payment. Llama uses third party service providers for Payment Services and other services related to transacting in fiat and/or cryptocurrency (e.g., card acceptance, merchant settlement, transfer of Digital Assets, and related services) (each, a “Payment Processor”). By (i) purchasing any Services, (ii) creating, funding, or otherwise interacting with an Instance through the Services; (iii) using any Payment Services; or (iv) otherwise transacting on or through the Services, you agree to be bound by the applicable Payment Processor’s terms and conditions and privacy policy (collectively, the “Payment Processor Agreement”) and hereby consent and authorize Instance and such Payment Processor(s) to share any information and payment instructions you provide with one or more Payment Processor(s). Your use of the Payment Processor’s payment processing is conditioned upon your compliance with the Payment Processor Agreement, and if the Payment Processor Agreement is terminated by the Payment Processor, you may not be able to use the Services, or you may have your User Account suspended or terminated. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions. In no event will Llama be responsible for the actions or inactions of any third-party payment service provider, including, but not limited to, system downtime or payment service outages, and any billing and fee disputes may require resolution between you and the applicable third party.
   
   4.4. Currency. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time you entered into the applicable transaction. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any transaction. Whether a particular cryptocurrency is accepted as a payment method by Llama is subject to change at any time in Llama’s sole discretion.
   
   4.5. Free Trials and Promotions. Any free trial or other promotion (“Promotion”) offered in writing by Llama that provides Customer-level access to the Services or other preferential fee rates of any sort must be used within the specified time of the Promotion. At the end of the Promotion period, your use of the applicable Services or other preferential access will expire and any further use of the Services on such preferential terms is prohibited unless you pay the then-current applicable Fee.
   
   4.6. Taxes. If Llama determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Llama shall collect such Sales Tax in addition to the payments required under Section 8.1. If any Services, or payments therefore, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Llama, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Llama for any liability or expense Llama may incur in connection with such Sales Taxes. Upon Llama’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
   
   4.7. Late Payments. In the event Customer fails to timely or completely pay any amount due Llama pursuant to this Agreement (except for amounts disputed by Customer in good faith), interest at the rate of one and one half percent (1.5%) per month will accrue on all past due amounts until such amounts, including accrued interest, are paid in full. Customer shall promptly reimburse Llama for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees actually incurred by Llama, to the extent necessitated by a refusal by Customer to pay Llama any undisputed amounts as and when due. In the event that any undisputed payment due to Llama is over thirty (30) days past due, Llama reserves the right to suspend Customer’s access to the Services.
5. TERM AND TERMINATION.
   
   5.1. Term. The term of this Agreement begins on the Effective Date hereof and will continue for one (1) year after such date (the “Initial Term”), and thereafter shall renew automatically for successive annual periods, unless terminated by either Party by giving no fewer than thirty (30) days’ written notice to the other Party prior to the start of the renewal term (the “Renewal Term,” and together with the Initial Terms, the “Term”).
   
   5.2. Termination. Unless otherwise provided herein, this Agreement may be terminated only as follows: (i) in the event of a material breach of this Agreement by a Party, the other Party may terminate this Agreement by giving thirty (30) days prior, written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach before the expiration of such thirty (30) day period; (ii) this Agreement is terminable immediately without notice by a Party if the other Party: (a) voluntarily institutes insolvency, receivership, or bankruptcy proceedings; (b) is involuntarily made subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within sixty (60) days of the filing of such proceeding; (c) makes an assignment for the benefit of creditors; or (d) undergoes any dissolution or cessation of business; and (iii) Llama may terminate this Agreement upon written notice to Customer under the limited circumstances set forth in Section 9.3 below.
   
   5.3. Effect of Expiration or Termination. Upon expiration or termination of this Agreement: (i) Customer shall pay Llama for all amounts due and payable hereunder as of the effective date of termination or expiration; (ii) all rights granted to Customer hereunder will immediately cease, and Customer and its Authorized Users will immediately cease all access and use of the Services, as applicable; and (iii) subject to the licenses provided herein, each Party shall either return to the other Party (or, at such other Party’s instruction, destroy and provide such other Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such other Party’s Confidential Information that are in its possession or control.
   
   5.4. Survival. The following provisions will survive expiration or termination of this Agreement: Section 1 (“Definitions”), Section 2.3 (“Restrictions on Use”), Section 2.8 (“Third-Party Services”), Section 3 (“Intellectual Property, Customer Content, and Data”), Section 4 (“Fees and Payment”), Section 5.3 (“Effect of Expiration or Termination”), this Section 5.4 (“Survival”), Section 6 (“Confidentiality; Feedback”), Section 7.3 (“General Disclaimer”), Section 7.4 (“Digital Assets Disclaimer”) Section 8 (“Limitation of Liability”), Section 9 (“Indemnification”), and Section 10 (“General Provisions”).
6. CONFIDENTIALITY; FEEDBACK.
   
   6.1. Confidential Information. During the Term, each Party (the “Disclosing Party”) may provide the other Party (the “Receiving Party”) with certain non-public information regarding the Disclosing Party’s business, technology, products, or services that is marked or designated by the Disclosing Party as “confidential” or “proprietary” at the time of disclosure or that would reasonably be understood to be confidential given the nature of the information disclosed or the circumstances of disclosure (collectively, “Confidential Information”). Without limiting the generality of the foregoing, Confidential Information will include: (i) with respect to Llama, the Services, and any and all source code, Documentation, designs, techniques, models, research, development, ideas, processes, procedures, updates, or modifications relating thereto, and any other non-public information or material regarding Llama’s legal or business affairs, financing, customers, properties, pricing, technology, or data; (ii) with respect to Customer, the Customer Content and any other non-public information or material regarding Customer’s legal or business affairs, financing, customers, properties, or data; and (iii) with respect to each Party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (b) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party (as evidenced by contemporaneous documentation); or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.
   
   6.2. Use and Disclosure of Confidential Information. The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information of similar nature and import (but in no event no less than a reasonable degree of care). The Receiving Party will, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; (ii) subject to the terms of this Section 6, restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those employees and consultants of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party’s performance of this Agreement and who are bound by obligations of confidentiality comparable to those set forth herein; (iii) not use such Confidential Information for Receiving Party’s, or a third party’s, own benefit; and (iv) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so; provided, however, that the Parties may disclose the terms of this Agreement if such disclosure is in connection with any audit, financing transaction, or due diligence inquiry provided the recipients are subject to obligations of confidentiality at least as restrictive as those contained herein. The Receiving Party will be responsible to the Disclosing Party for any violation of this Section by any employee or consultant of the Receiving Party.
   
   6.3. Required Disclosures. Notwithstanding anything herein to the contrary, Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for Receiving Party to enforce its rights under this Agreement or is required by Applicable Law or by the order of a court or similar judicial or administrative body of competent jurisdiction, provided that Receiving Party promptly notifies Disclosing Party in writing of such required disclosure (to the extent permitted by law), cooperates with Disclosing Party if Disclosing Party seeks an appropriate protective order, and limits disclosure to solely that Confidential Information reasonably required to be disclosed.
   
   6.4. Irreparable Injury. Each Party acknowledges that the other Party may be irreparably harmed by any breach of this Section, and agrees that such other Party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non-breaching Party would otherwise have under or with regard to this Agreement.
   
   6.5. Feedback. Llama welcomes and encourages Customer and its Authorized Users to provide feedback, comments, and suggestions for improvements to the Platform, Services, or any of Llama’s other products and services (collectively, “Feedback”). With respect to any Feedback provided, Customer acknowledges and agrees that Llama shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in the Feedback for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information, without any obligations of confidentiality or any compensation or attribution to Customer, any Authorized User or any other party.
   
   
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS; DIGITAL ASSETS DISCLAIMER; RELEASE.
   
   7.1. Mutual Representations and Warranties. Each of Llama and Customer represents and warrants to the other that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby are within its corporate powers and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; and (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder.
   
   7.2. Customer Usage Warranty. Customer represents, warrants and covenants that: (a) it has all necessary rights, approvals and consents to make the Customer Content available to Llama for use hereunder and that Llama’s use of same will not be unlawful or otherwise violate the rights of a third party; (b) any Customer Content shall not contain any viruses, worms or other malicious computer programming codes that may damage or disable any network, systems or data of Llama or any other third party; (c) any Customer Content made available hereunder or other use of the Services by Customer or any Authorized User will not (i) be unlawful, libelous or defamatory, (ii) infringe any right of any third party (including, without limitation, any patent, copyright, trademark, trade secret, contractual, privacy or publicity right), (iii) disparage Llama or tarnish any Llama Mark; or (iv) otherwise violate Applicable Law; and (iv) Customer’s use of the Services will comply with all Applicable Law. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content and User Data made available by Customer or any Authorized User. Customer shall be responsible for delivery of all Customer Content to Llama, and Llama shall not be responsible for any liability or loss (including any loss of data) arising from Customer’s delivery of (or failure to deliver) the same.
   
   7.3. General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SERVICES, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND LLAMA MAKES NO WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ASSUMES ALL LIABILITY FOR ANY INTERACTIONS BY OR BETWEEN CUSTOMER’S AUTHORIZED USERS, INTERACTS WITH END USERS AT ITS OWN RISK AND LLAMA WILL NOT BE RESPONSIBLE FOR ANY LIABILITY INCURRED AS A RESULT OF SUCH USE OR INTERACTIONS. TO THE EXTENT THAT LLAMA MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. USE OF THE SERVICES IN CONNECTION WITH DIGITAL ASSETS.
   
   7.4. Digital Assets Disclaimer. When you use the Services in connection with Digital Assets, you acknowledge and agree that:
   
         (a) Llama is not an agent or intermediary of any user. Llama does not store or have access to or control over any Digital Assets or any of a Customer or Authorized User’s private keys, passwords, Digital Wallets, or other property. Llama is not capable of performing transactions or sending transaction messages on behalf of any user of the Services. The Services do not hold, and cannot purchase, sell, or trade any Digital Assets.
   
         (b) The prices of Digital Assets can be extremely volatile. We cannot and do not guarantee that any Digital Assets will not lose value.
   
         (c) You are solely responsible for determining what, if any, taxes apply to your transactions involving Digital Assets.
   
         (d) Digital Assets exist and can be transferred only by virtue of the ownership record maintained on the blockchain supporting such Digital Assets.
   
         (e) There are risks associated with using Digital Assets, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your information.
   
         (f) The legal and regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is evolving, and new regulations or policies may materially adversely affect the same.
   
         (g) There are risks associated with purchasing and transacting in user-generated content such as Digital Assets, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable.
   
         (h) Llama reserves the right to hide collections, contracts, Instances, Customer Content, and Digital Assets that Llama suspects or believes may violate this Agreement or Applicable Law. Under no circumstances shall the inability to access or view your Digital Assets on or through the Services serve as grounds for a claim against Llama.
   
         (i) Llama has no responsibility for any Digital Assets made available on or through the Services. Llama does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Digital Asset transacted or made available on the Services.
   
         (j) When you use the Services in connection with Digital Assets, you represent and warrant to and for the benefit of Llama, its affiliates and its and their respective representatives that:
   
                 (i) You are sophisticated, experienced and knowledgeable in the minting, buying or staking of any Digital Assets, as applicable. Additionally, you have conducted an independent investigation of the Services and the matters contemplated by this Agreement, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to engage in any transaction involving Digital Assets using the Services, you have relied solely on the results of such investigation and such independent judgement. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets generally are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any Digital Assets may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Llama, in determining to enter into this Agreement, purchase any Digital Assets or use the Services.
   
                 (ii) There is no legal proceeding pending that relates to your activities relating to the minting or staking of Digital Assets or other token- or digital asset- trading or blockchain technology related activities.
   
                 (iii) You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading or staking activities or minting Digital Assets. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to minting or staking Digital Assets.
   
                 (iii) You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading or staking activities or minting Digital Assets. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to minting or staking Digital Assets.
   
                 (iv) You are not, and you will not authorize, enable, or permit any use of the Services by any person that is: (1) in, under the control of, or a national or resident of any jurisdiction subject to a U.S. trade embargo (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine); (2) identified on any export- or sanctions-related restricted party list, including but not limited to the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce’s Denied Persons List, Unverified List, or Entity List.
   
                 (v) LLAMA TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL ASSETS BY CUSTOMER OR ANY AUTHORIZED USER, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES, DIGITAL ASSETS, OR DIGITAL WALLETS. Llama is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to Digital Assets. Llama is not responsible for any delay or failure to report any issues with any blockchain supporting Digital Assets, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
   
   7.5. Release. You hereby release and forever discharge Llama and our officers, employees, agents, successors, and assigns (the “Llama Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other users of the Services or any Third-Party Links). YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, OR ANY SIMILAR LAW OR RULE OF ANY OTHER JURISDICTION, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
   
   
8. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH A PARTY’S INDEMNITY OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, CUSTOMER’S FAILURE TO PAY ANY AMOUNTS DUE AND OWING, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED PURSUANT TO APPLICABLE LAW: (I) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER HEREUNDER DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. The Parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The Parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.
9. INDEMNIFICATION.
   
   9.1. Indemnification by Llama. Subject to Section 9.2, Llama will defend, indemnify, and hold harmless Customer and its officers, directors, managers, and employees from and against any and all losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred in connection with any third-party action, claim, or proceeding (each, a “Claim”) alleging that the use of the Services in accordance with this Agreement infringes or misappropriates any third-party Intellectual Property Rights (“IP Infringement Claim”); provided, however, that the foregoing obligations shall be subject to Customer: (i) promptly notifying Llama of the Claim (provided that failure to provide prompt written notice of the Claim will not alleviate Llama of its obligations under this Section 9.1 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing Llama, at Llama’s expense, with reasonable cooperation in the defense of the Claim; and (iii) providing Llama with sole control over the defense and negotiations for a settlement or compromise.
   
   9.2. Exceptions to Llama Indemnification Obligations. Llama shall not be obligated to indemnify, defend, or hold harmless the Customer for an IP Infringement Claim to the extent arising from or related to: (a) use by Customer or any Authorized User of the Services not in accordance with this Agreement, or in any manner or for any purpose for which the Services was not designed; (b) any unauthorized modifications, alterations, or implementations of the Services made by or at the request of Customer; or (c) any use of the Services in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by Llama.
   
   9.3. Infringement Claims. In the event that Llama reasonably determines that the Services are likely to be the subject of an IP Infringement Claim, Llama shall have the right (but not the obligation), at its own expense and option, to: (i) procure for Customer the right to continue to use the Services as set forth hereunder; (ii) replace the infringing components of the Services with other components with the same or similar functionality that are reasonably acceptable to Customer; or (iii) suitably modify the applicable Services so that it is non-infringing and reasonably acceptable to Customer. If none of the foregoing options is available to Llama on commercially reasonable terms, Llama may terminate this Agreement without further liability to Customer, in which case Llama shall promptly provide Customer with a pro-rata refund of any Fees paid, but not used, by Customer. This Section 9.3, together with the indemnity provided under Section 9.1, states Customer’s sole and exclusive remedy, and Llama’s sole and exclusive liability, regarding infringement or misappropriation of any Intellectual Property Rights of a third party.
   
   9.4. Indemnification by Customer. Customer will defend, indemnify, and hold harmless Llama and its officers, directors, managers, and employees from and against any and all Losses incurred in connection with any Claim: (a) arising from Customer’s, or its Authorized Users’, gross negligence or willful misconduct; (b) arising from Customer’s, or its Authorized Users’, breach of the Agreement; (c) arising from any Customer Content, including any asserting that such Customer Content infringes, violates, or misappropriates any third-party Intellectual Property Rights; provided, however, that the foregoing obligations shall be subject to Llama: (i) promptly notifying Customer of the Claim (provided that failure to provide prompt written notice of the Claim will not alleviate Customer of its obligations under this Section 9.4 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing Customer, at Customer’s expense, with reasonable cooperation in the defense of the Claim; and (iii) providing Customer with sole control over the defense and negotiations for a settlement or compromise.
   
   9.5. Insurance. Customer shall maintain, at its own cost, general liability and other appropriate insurance in an amount appropriate to the nature and scope of its business, products, and services, which is at least in an amount and of a quality reasonable and customary in Customer’s industry for companies of comparable size and activities.
   
   
10. GENERAL PROVISIONS.
    
    10.1. Publicity. Llama reserves the right to reference Customer as a user of the Services on its website and in its customer lists, and to use Customer’s Marks in connection therewith.
    
    10.2. Open Source Software. Certain elements of the Services are subject to “open source” or “free software licenses” (for the purposes of this section, “Open Source Software”). Customer acknowledges that certain elements of such Open Source Software are owned by third parties. No Open Source Software is licensed under any provision of this Agreement under which Llama grants Customer any license to use the Services; instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software (for the purposes of this section, each an “OSS License”). Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any OSS License. If required by any OSS License, Llama shall make relevant pieces of Open Source Software available to Customer in source code format upon written request.
    
    10.3. Assignment. Customer may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of Llama. Llama may freely assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, with or without notice to Customer. Any assignment or other transfer in violation of this Section 10.3 will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
    
    10.4. Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate or be deemed as a waiver by such Party of any such right or remedy; nor shall a waiver by a Party of any provision of this Agreement on one occasion be deemed a waiver of any other provision or of such provision on any other occasion.
    
    10.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard for choice of law provisions thereof.
    
    10.6. Exclusive Forum. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in Manhattan, New York for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.
    
    10.7. Notices. All notices required under this Agreement (other than routine operational communications) must be in writing. Notices shall be effective upon: (i) actual delivery to the other Party, if delivered in person, or by facsimile, or by national overnight courier; or (ii) five (5) business days after being mailed via U.S. postal service, postage prepaid.
    
    10.8. Third Party Beneficiaries. A person who is not a Party to this Agreement shall not be entitled to rely on, or enforce, any of its terms.
    
    10.9. Independent Contractors. The Parties are independent contractors. Neither Party shall be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other for any purpose, and neither shall have any right, power, or authority to create any obligation or responsibility on behalf of the other.
    
    10.10. Export. Customer agrees not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Llama, or any products utilizing such data, in violation of the United States export laws or regulations.
    
    10.11. Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement shall remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, shall be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.
    
    10.12. Force Majeure. Except for Customer’s obligations to pay any sums due hereunder, neither Party shall be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, earthquakes, strikes, lockouts or other labor disputes, shortages of materials or resources, invasions, riots, closing of public highways, civil unrest, war, acts of terrorism, mass disease, epidemic or pandemic (e.g., COVID-19), public health requirements, government-imposed quarantines or other governmental interventions.
    
    10.13. Entire Agreement. This Agreement, together with all other agreements which are incorporated herein and made a part hereof by this reference, contains the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms, or conditions, and neither Party has relied upon any representation, express or implied, not contained in this Agreement. Except as otherwise set forth herein, no modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by authorized signatories of Customer and Llama.