1. Introduction

This document sets out the terms and conditions on which Unlockd OÜ (referred to as "Company") will provide services to you through the website https://unlockd.finance/ (hereinafter the "Website").

Unlockd OÜ is duly registered and acting under the laws of Estonia, with registered number 16501715 and registered address at Harju maakond, Tallinn, Nõmme linnaosa, Rännaku pst 12, 10917.

In this document, references to we/our/us are to the Company. Any references to Customer/you/your are references to you as a customer of the Company and user of our services and product.

This Agreement does not govern your interactions with Unlockd protocol. Unlockd protocol is permissionless, therefore the protocol and its decentralised application (DApp) are not hosted by the Company. The extent of services provided by the Company with regard to Unlockd protocol is outlined below.

By signing up to use any service through the Website or any of our associated websites, you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement. You have familiarized yourself with our Privacy Policy and Cookie Policy. This Agreement will govern the use of the services and the products provided by the Company. By using it, you agree to be bound by the terms and conditions set out on this agreement (the "Agreement"). This Agreement will come into effect when you confirm that you agree to it.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE OR THE WEBSITE.

Use of this Website or blockchain technologies, specifically virtual (crypto) currencies, NFT, tokens, wallets (collectively “Digital Assets”) may be illegal in some jurisdictions. It is your responsibility to know the regulatory requirements concerning transactions with Digital Assets in your jurisdiction before using the Website.

This Agreement is not a solicitation for investment and does not represent in any way an offering of securities in any jurisdiction.

These Terms of Use can be published in different languages for localization purposes. Still, in case of any discrepancies between the English version and version in language other than English, the English version shall always prevail.

2. Eligibility

To be eligible to use any of the services and products on the Website, you must be at least 18 years old, have the capacity to enter into legally binding contracts and reside in a country in which the relevant services and products are available, or you must be at least 13 years old and you perform the transactions by means granted by your legal representative for use on the Website or for free use.

3. Services

Information service

Unlockd protocol is a fully decentralised, autonomous, community governed protocol that operates independently of the Company. All information provided on the Website is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Website. Before you make any financial, legal, or other decisions please examine the terms and conditions, the operation of Unlockd blockchain and consult an expert, as necessary.

The Unlockd protocol ecosystem is open source. Its community members act independently of the Company. We assume no liability for actions of entities not associated with the Company.

Role of the Company

The company is one of, but not the exclusive developer of the Unlockd blockchain. The Unlockd blockchain is developed by its community and the company is one of the community members developing its front-end interface and contributing to the development of the protocol. None of the obligations or functions of the Company grant it ultimate control over the Unlockd protocol. The company is not a party to any transaction made by users on the Unlockd protocol. You acknowledge that you retain control over your Digital Assets at all times. Unlockd has no access to your private keys, and you are alone responsible for ensuring access to your assets. The company is not an intermediary, agent, advisor, or custodian in relation to any transaction made via the Unlockd protocol. We are under no obligation to fulfil any order, authorisation issued in relation to any blockchain transaction. Excluding the information collected in accordance with our privacy policy, we do not hold any information of any users, users’ identities, or services beyond what is available or obtainable publicly via the blockchain.

Licence

For the duration of this Agreement, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to the extent necessary to use the Website. You agree to grant the Company a perpetual, non-exclusive, worldwide, royalty-free, sublicensable, assignable and transferable license to any Content submitted via the Website for any act restricted by any intellectual property right (including copyright) for any purpose reasonably related to the provision and operation of the Website. Such acts include the right to reproduce, make available and communicate to the public, display, perform, distribute, translate, and create adaptations or derivative works of your content. Furthermore, you allow us to use and, to the fullest extent, release your intellectual property rights to any feedback, reports, suggestions, or comments submitted via the Website for the purposes of improving the Website and the services provided by the Company. The Company owes you no renumeration for the use of such intellectual property.

NFT Collection (The Lockeys)

"No rights reserved. To the maximum possible extent, any materials associated with this NFT have been released by its creator under the CC0 licence. This includes any relevant artworks, texts, audio/visual effects or other copyright belonging, licenced or granted to the creator and contained in the NFT.

For the avoidance of doubt, the creator does not release any of its trademark or patent rights, trade secrets or technologies. The creator hereby irrevocably surrenders all of its claims and causes for action related to the exercise of copyrights contained in this NFT, including, but not limited to use, reproduction, adaptation, distribution, display, communication and transmission of said materials.

The creator of this NFT makes no warranties about the contained copyrights, and disclaims liability for all uses thereof, to the fullest extent permitted by applicable law. This licence does not affect the copyright of any persons not in direct relationship with the creator and the creator does not warrant that the NFT is free from other copyrights.”

4. Risks

You agree that by using the Website you assume the following risks:

• To the extent there is a price or market for Digital Assets, such markets and prices are extremely volatile, and variations in the price of Digital Assets could materially and adversely affect the value of any Digital Assets you own and there is no guarantee that your Digital Assets will have or retain any value;
• the commercial or market value on NFT that you purchase may materially diminish in value as a result of a variety of things such as negative publicity, blockchain malfunction and more;
• there are risks associated with using Digital Assets including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and We will not be responsible for any of these, however caused;
• upgrades to the Unlockd protocol, a hard fork or other change, failure or cessation of the protocol or its supporting blockchain, or a change in how transactions are confirmed in the protocol may have unintended, adverse effects on all blockchains using such technologies;
• We do not make any promises or guarantees related to any other third parties providing to you any services for you in relation to Unlockd protocol, including but not limited to the continued availability of either and/or the protection and/or storage of your Digital Assets or any data you provide to those parties;
• the risk of losing access to your Digital Assets due to loss of private key(s), custodial error or purchaser error;
• the risk of hacking, security weaknesses, fraud, counterfeiting, cyber-attacks and other technological difficulties;
• the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavourable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of NFT;
• the risks related to taxation;
• Digital Assets are not legal tender and are not back by any government.

In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to buy, sell, transfer, hold, display and conduct any other actions with Digital Assets. You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself.

We cannot and do not represent or warrant that any Digital Assets, or its supporting systems or technology, is reliable, current or error-free, meets your requirements, or that defects in the Digital Assets, their supporting systems or technology, will be corrected.

5. Cancellations and refunds

An order placed on the blockchain cannot be cancelled or recalled. You understand and agree that due to the nature of blockchain technology and the service, the Company cannot block any transaction.

The Company does not act as an intermediary, custodian or executer of any transaction made using the service. Therefore, you agree that the Company has no authority to cancel or refund any transactions made using its services.

6. Changes to these General Terms of Use

The Company reserves the right, at its sole discretion, to amend these General Terms of Use at any time and will update these General Terms of Use in the event of any such amendments. By continuing to access or use the Service, you confirm your acceptance of the revised General Terms of Use and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised General Terms of Use, you may not access or use the Service.

We may make all other amendments to the Agreement by posting the revised Terms (Agreement) on the Platform, indicating when the revised Agreement becomes effective. Although we will endeavour to provide you with advance notice where possible, where lawful we may indicate that the revised Agreement shall be effective immediately and if you do not agree with any such modification, you should close your account and cease using the Platform.

7. Fees

Be aware that any transactions using the blockchain are inherently subject to gas fees. Gas fees on certain transactions might exceed the value of the transaction. WE DO NOT PROVIDE ANY SERVICES TO USERS OR DELIVER, HOLD, AND/OR RECEIVE PAYMENT FOR DIGITAL ASSETS. WE DO NOT RECEIVE ANY FEES FOR ANY SERVICES OFFERED ON THIS WEBSITE.

8. Data protection

The Company shall ensure the protection of your data, including your personal data, and the use of the data in line with the procedure prescribed by the terms of the Privacy Policy available on the Website.

9. Liability

This clause sets out the entire financial liability for any acts, representations, misrepresentations, omissions or tortious acts of the Company, its employees, agents and subcontractors with respect to and arising from this Agreement.

All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement to the fullest extent permitted by applicable law.

The information services of the Company are provided on an “as is” and “as available” basis without warranties of any kind. The Company disclaims all warranties, including warranties of non-infringement, marketability and fitness for a particular purpose. The Company shall not be liable for any pecuniary damages, loss of profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction, or for any form of direct or indirect damages, legal action whatsoever related to any digital asset of any kind, any technology used by the Company or related parties, including applicable blockchain(s). You accept the inherent security risks of providing information and dealing online over the internet and agree that we have no liability or responsibility for any breach of security unless it is due to our gross negligence. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law.

You agree that this limitation of liability is applicable to any event, to the maximum extent permitted by applicable law.

10. Warranties and representations

The Company warrants, represents and undertakes that it shall provide the Services with reasonable care and skill.

THE WEBSITE IS AN INFORMATION SOCIETY SERVICE. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, EXCHANGE, GENERAL PURPOSE CRYPTOCURRENCY WALLET, OR CREDITOR. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY.

The Company makes no representation or warranty that the services are applicable or appropriate for use by customers in all jurisdictions and it is your responsibility to ensure compliance with the laws of any relevant jurisdiction of your residence.

11. Term

This Agreement will continue unless either party notifies the other of termination, in a format that can be reproduced in writing.

12. Termination

The Company may: (a) refuse to complete, or block or cancel you have authorized, (b) suspend, restrict, or terminate your access to any or all of the services, and/or (c) deactivate or cancel your account with immediate effect for any reason. These reasons include but are not limited to: (a) us identifying that your use of the services is in breach of applicable legislation and/or is unlawful, (b) there is risk of liability of any kind arising from further provision of services.

13. Severability

If any provision of this agreement is deemed unenforceable by applicable law, court practice or custom, the remainder of this agreement shall remain in force to the fullest possible extent.

14. Governing law and Legal disputes

Any matters arising from this Agreement shall be governed by and interpreted in accordance with the substantive laws of Estonia.

If a dispute arises between you and the Company, you are strongly encouraged to first contact us directly to seek a resolution. For any complaints related to the service you are encouraged to contact us at [email protected].

In case of failure to settle any dispute through negotiations, any disputes which may arise out of or in connection with this Agreement shall be settled by the Harju County Court.

All private customers are entitled to address a competent supervisory authority, which is the Consumer Protection and Technical Regulatory Authority at Endla 10A, 10122 Tallinn, e-mail: [email protected].

In order to resolve disputes, you, as a private customer, may address the Consumer Disputes Committee. The Consumer Disputes Committee is authorized to resolve disputes arising from contracts entered into between purchasers and sellers that the parties have failed to resolve by way of negotiations. Further information on the resolution of complaints is available at https://komisjon.ee/et/avalduse-esitamine (EST).

If you act as a legal person or a sole proprietor, the provisions relating to special consumer rights shall not be applicable.

Last revised: July 5th, 2022