GENIES, INC.

TERMS OF SERVICE

Last Revised on April 20, 2022

Welcome to Genies! Please take the time to read our Terms of Service (these “Terms”), as they form an agreement between you and Genies, Inc. (“Genies”, “we” or “us”) when you use our websites, applications, technical products, tools, and related products, services and documentation (the “Services”). The Services include genies.com, the Genies mobile application (the “App”), the Genies Avatar Wearable NFT Warehouse located at warehouse.genies.com (the “Warehouse”), and any content, tools, forums, chat servers, features and functionality offered on or through such websites, the App or the Warehouse, or otherwise operated by us. By accessing and/or using the Services, you are agreeing to these Terms. Certain other portions of the Service may be subject to additional terms and conditions specified by us from time to time; your use of those specific Services is subject to those additional terms and conditions.

For purposes of these Terms, “User”, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

Section 9 contains a mandatory arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us related to the Services through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) to waive your right to participate in class actions, class arbitrations, or representative actions in connection with your use of the Services. You have the right to opt-out of arbitration as explained in Section 9.

TABLE OF CONTENTS

1. Services

2. User Accounts and Wallets

3. Location of our Privacy Policy and Additional Policies and Terms

4. Use of the Services

5. Ownership, Content and Your Content

6. Third Party Services and Materials

7. General Terms for Promotion

8. Disclaimers, Assumptions of Risks, Limitations of Liability, Force Majeure and Indemnification

9. Arbitration and Class Action Waiver

10. Additional Provisions

1. SERVICES
   1. Defined Terms. In addition to the capitalized terms used and defined throughout these Terms, the following capitalized terms have the following meanings:
      1. “Content” means content, materials, art, design, and drawings (in any form or media, including, without limitation, video or photographs).
      2. “Genies Wallet” means a digital wallet that is compatible with the applicable blockchain on which the Digital Goods (as defined below) may be stored or transferred.
      3. “NFT” means a non-fungible token or similar digital item implemented on a blockchain (such as the FLOW blockchain), which uses smart contracts to link or otherwise be associated with certain Content or other data. The NFT is separate and distinct from the Content or any other Third Party IP with which it may be linked or associated.
      4. “Third Party IP” means any third party copyrights, trade secrets, trademarks, know-how, patent rights or any other intellectual property rights recognized in any country or jurisdiction in the world. Third Party IP may include IP developed by other Users.
   2. Avatars and Digital Goods. The Services allow you to create, showcase, purchase, sell and trade your own digital avatars (“Genies Avatars”), and other digital goods (such as fashion wearables, accessories, digital rooms and various other goods) for use with your Genies Avatars (collectively together with the Genies Avatars, the “Digital Goods”). The Digital Goods may be (i) created and offered by Genies (“Company Digital Goods”), (ii) created and offered by authorized partners that are permitted to offer or sell their Digital Goods on the Services (“Partner Digital Goods”), or (iii) created by you or other Users of the Services (“User Creations”). Your use of Partner Digital Goods may be subject to additional terms and conditions provided by the applicable third party partners who created or distributed such Partner Digital Goods, which additional terms may be displayed on the Services at the point of purchase.
   3. User Creations, Creation Tools and Remixes. As part of the Services, we provide you with certain tools, technical products, assets documentation and other resources for you to create your own User Creations (collectively, “Creation Tools”). We may also allow you to create User Creations that are revised or remixed versions of other Digital Goods (“Remixes”). You may even be able to create Remixes of prior Remixes. Not all Digital Goods are eligible to be created into Remixes, as we may allow partners and other creators of Digital Goods to restrict their Digital Goods from being created into Remixes. See our [Genies Seller Addendum] for additional information regarding developing, using and selling User Creations, including Remixes.
   4. Connected Services. You may be able to display and showcase your Genies Avatar and certain other Digital Goods within third party applications and services that have integrated with the Services (“Connected Services”). To be clear, the Connected Services are owned and operated by third parties and are not owned or controlled by us. Thus, we can’t make any guarantee or promise about the functionality or nature of any Connected Services, including whether you’ll be able to display and use your Genies Avatars or other Digital Goods within any Connected Services.
   5. Digital Goods as NFTs. To ensure that the uniqueness and ownership of Digital Goods is accurately tracked, we use blockchain based NFT technology to demonstrate and record ownership and history of certain Digital Goods (other than, for the time being, Genies Avatars, User Creations and Remixes, and certain free wearables and other items that we may make available). We mint such Digital Goods as an NFT on a publicly available blockchain (such as the Flow blockchain). Once committed to the blockchain, the NFT cannot be edited or changed, including by us or any other third party. Unlike cryptocurrencies and other fungible digital assets, NFTs are not used to make payments and are not mutually interchangeable. These design features limit the usefulness of NFTs as a form of payment or substitute for currency.
   6. Modifications to Services. Genies has the right, at any time and without liability, to modify, alter, update, or eliminate the features, navigation, appearance, functionality and other elements of the Services, and any aspect, portion or feature thereof. Genies reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Digital Good (including, for the avoidance of doubt, any User Creation you create or acquire); limit the transferability of any Digital Good, or to refuse to provide any user with any Digital Good.
2. USER ACCOUNTS AND WALLETS
   1. Eligibility. You must be 13 years of age or older to use the Services. Minors under the age of majority in their jurisdiction but that are at least 13 years of age are only permitted to use the Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services. Children under the age of 13 are not permitted to use the Services. By using the Services, you represent and warrant that you meet these requirements. In furtherance of our policy of not collecting personal information from persons under the age of 13, Users are not allowed to give the Genies the personal information of any persons under the age of 13 for delivery or any other reason.
   2. Creating and Safeguarding your Account. You may browse and check out offerings on certain of our websites, the Warehouse and/or the App without creating an Account. However, to actually create, collect and trade in Genies Avatars or other Digital Goods, you will need to create an account (“Account”) on the Services. You agree to provide us with accurate, complete and updated information for your Account. By creating an account, you represent and warrant that you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State. You are solely responsible for any activity on your Account and any associated wallets (whether a Genies Wallet or otherwise) and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account, and we are not liable for any loss as a result of your Account being compromised. You must immediately notify us at support@genies.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your, or we previously banned you from any of our Services, unless we provide written consent otherwise.
   3. One Account Per User. Each individual user may only have one Account. We reserve the right, in our sole discretion, to determine whether you have or control more than one Account. Genies further reserves the right to suspend or terminate any Account that it deems to be in excess of the one Account permitted per individual user. During any period of suspension of an Account, you will not be able to perform any actions on the Services through that Account.
   4. Genies Wallets. To conduct certain transactions on the Warehouse involving Digital Goods, you will need to create an Account and create and link a Genies Wallet with that Account. Each Account can only be associated with one Genies Wallet. The Genies Wallet is a hosted wallet that is operated by Genies’ service providers (such as Dapper Labs or such other service providers that we may elect to use). Your use of the Genies Wallet is subject to the terms and conditions of the actual service provider operator of the Genies Wallet. Users must familiarize themselves with the terms of use, technology, and security protocols of any such third party wallet. For instance the terms and conditions applicable to use of a wallet operated by Dapper Labs are set forth at https://accounts.meetdapper.com/terms. Do not deposit, transfer, upload (or attempt any of the foregoing) any other cryptocurrency, NFTs, or other digital assets from outside the Warehouse into any Genies Wallet, unless Genies or the applicable Genies Wallet service provider expressly permits you to do so as part of the functionality of the Genies Wallet. Any such transferred item or items may be lost, and Genies assumes no responsibility for any such loss. We may terminate the offering or support of Genies Wallets at any time, in our sole discretion. If we believe you still have Digital Goods in your Genies Wallet at the time we determine to cease offering or supporting Genies Wallets, we will attempt to notify you to transfer such Digital Goods out of your Genies Wallet and into an alternative wallet. However, we accept no responsibility or liability if you fail to transfer such Digital Goods after receiving such notice.
   5. Warehouse. You may be able to sell, purchase, gift and/or trade Digital Goods on the Warehouse. In order to transact on the Warehouse, we or our service providers may require you to provide additional information and documentation as required by applicable law or regulation, including laws related to anti-money laundering. In such cases, we, in our sole discretion, may pause or cancel your transactions within the Warehouse until we, and/or our service providers, have reviewed these documents and accepted them as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documentation in response to such a request, your transactions may not be processed on the Warehouse. You acknowledge that there may also be a time delay between the time when you submit such information and when we and/or our service providers are able to complete any anti-money laundering, know-your-client or similar checks. By listing or selling your own Digital Goods (including User Creations) through the Warehouse, you hereby represent and warrant that you own all necessary rights (including all necessary intellectual property rights) to use, display, reproduce, distribute and sell your User Creations (including any underlying Content therein), or you are legally authorized by the intellectual property owner to do any of the foregoing. You further represent and warrant that you will not mint, provide, display, or sell any Digital Goods that includes or otherwise incorporates into the NFT’s underlying smart contract any virus, bug, malicious code or other code which could be used to commit fraud or otherwise cause harm. The Warehouse may facilitate transactions for Digital Goods between Users that are buyers and Users that are sellers of such Digital Goods. In such instances, Genies may not be a party to the transaction between such buyers and sellers, but Genies reserves the right to be the final decision maker on any disputes arising between such Users that are buyers and Users that are sellers.
   6. Verification and Payment.
      1. You acknowledge and agree that all information you provide with regards to a creation, sale or purchase of Digital Goods, including, without limitation, credit card or other payment information that the Services may accept through a third party platform or system from time-to-time, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to a third party platform or system that fulfills payments for Digital Goods, including, without limitation, any credit card you provide when completing a transaction. When you purchase a Digital Good via the Services, you (i) agree to pay the price for such Digital Good as set forth in the applicable Service, any charges necessary to the fulfillment of the Digital Good, including any required gas fees, and all applicable taxes (which may include, without limitation, sales, use, value-added and other taxes, duties and assessments other than taxes on our net income) in connection with your purchase (the “Full Purchase Amount”), and (b) authorize us and/or a third party platform or system that fulfills payments for Digital Goods to charge your credit card or other payment method for the Full Purchase Amount.
      2. You acknowledge that Genies may incorporate functionality into any Digital Good or the Warehouse that imposes a fee on any secondary sales or transfers for value of such Digital Goods by a User (e.g., to another User who collects Digital Goods) based on the value of any such transfer and Genies may charge a listing fee for any transactions taking place on or in connection with the Warehouse.
      3. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Orders will not be processed until payment has been received in full, and Genies and/or its service provider(s) completes all purchaser identification and registration procedures, including, but not limited to, completing any anti-money laundering and/or anti-terrorism financing checks, that Genies or its service providers may require to their satisfaction, and any holds on your account by any payment processor are solely your responsibility. Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable, or if in our opinion, you do not satisfy our identification and registration procedures.
      4. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Services (including the Warehouse), or any other payment or transactions that you conduct via the Services. We do not provide refunds for any purchases that you might make on or through the Services whether for Digital Goods or anything else.
      5. You are solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. Except for income taxes levied on us, you: (i) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Services or in relation to a Digital Good; (ii) will pay or reimburse Genies and/or our service provider(s) (as applicable) for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (iii) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including blockchain gas fees or similar transaction fees) made to us pursuant to these Terms.
3. LOCATION OF OUR PRIVACY POLICY AND ADDITIONAL POLICIES AND TERMS
   1. Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://genies.com/privacy.
   2. Community Rules. Our Community Rules describe our rules of behavior and engagement when you and other Users use the Services, which are intended to foster a positive and engaging community. For a description of our community rules, please visit our Community Rules located at www.genies.com/community.
   3. Genies Seller Addendum. Our Genies Seller Addendum provides additional information regarding creating, selling, trading and gifting your own Digital Goods (including User Creations) on the Services. A copy of our Genies Seller Addendum is located at www.legal.genies.com/seller-addendum.
4. USE OF THE SERVICES
   1. Interaction with Users on the Services. You are responsible for your interactions with other Users on the Services. While we reserve the right to monitor interactions between Users, we are not obligated to do so, and we cannot be held liable for your interactions with other Users, or for any User’s actions or inactions. If you have a dispute with one or more Users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
   2. Rules of Conduct. We have to set some ground rules on your use of the Services (including in connection with your use of Genies Avatars or other Digital Goods), so that other Users can enjoy the Services, and to protect our and our licensors’ rights. Accordingly, you may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our prior written permission to do so:
      1. download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, and Content (except for any restrictions our licensors may impose on you with respect to any Content), or as otherwise expressly permitted in these Terms;
      2. duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm or any Genies Component, Creation Tool or Content), or attempt to do any of the same;
      3. use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services or any Digital Goods, including in connection with creating any Remixes;
      4. use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third party software designed to establish Accounts, perform any transaction on the Services, or modify or make use of the Services in any way;
      5. except as expressly permitted hereunder, exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
      6. access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;
      7. attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
      8. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
      9. use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
      10. introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
      11. use the Services (including any Genies Avatar or other Digital Goods) for illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services in a manner that is fraudulent, defamatory, obscene, hateful or otherwise objectionable;
      12. infringe or violate the intellectual property rights or any other rights of anyone (including Genies or its licensors or other Users) in connection with your use of the Services;
      13. violate any applicable law or regulation in connection with your access to or use of the Services; or
      14. access or use the Services in any way not expressly permitted by these Terms.
   3. Use of the App. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install, and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or Services (including the Warehouse) will be available in, or that orders for Digital Goods can be placed from, any particular geographic location. As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings and can opt in or out of these Push Messages (if provided-for) through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from Genies. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of push messages from Genies.
   4. Mobile Software from the Apple App Store. The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and Genies, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and Genies acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and Genies acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Genies, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third party terms of agreement when using the App. You and Genies acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
   5. Beta Offerings. From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services (“Beta Offerings”) as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.
5. OWNERSHIP, CONTENT AND YOUR CONTENT
   1. Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, including the Content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Genies and/or its licensors (which may include other Users, as applicable) own all right, title and interest in and to the Services, Creation Tools, Genies Components (as defined below), and Content (including any and all intellectual property rights therein) (other than Your Content) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (including the Content) (other than Your Content and Your Copy (as defined below)).
   2. Genies Avatars and Genies Components. When you create or obtain a Genies Avatar and accessorize it with other Digital Goods via our Services, you have the option to get a copy of your unique Genies Avatar that you create, and except as set forth in the next sentence, you own title in that copy of your Genies Avatar (“Your Copy”). Subject to your continued compliance with these Terms (and any third party licensor terms which the Genies Avatars or other Digital Goods or any Content may be subject to, including with respect to any Third Party IP which may be incorporated into any Content), Genies hereby grants you a worldwide, royalty-free right and license to use, copy, display and create derivative works of Your Copy for both commercial and non-commercial purposes. That said, Your Copy is essentially a compilation of individual features, Content, components, underlying assets and tools that we have made available to you to help you build your Genies Avatar (the “Genies Components”). Your ownership of Your Copy doesn’t mean you own all intellectual property rights in those underlying Genies Components or other related Content which may be incorporated into or featured on your Genies Avatar. However, for so long as we make the Genies Avatar functionality available on the Services, we hereby grant you the right to use and access the Genies Components and Content for Your Copy, as part of your permitted use of Your Copy. If you sell or transfer to another person your ownership of a specific Digital Good which is incorporated into or featured on Your Copy, you may no longer use, copy, display and create derivative works of such Digital Good which is incorporated into or featured on Your Copy, and you will have to create a new Genies Avatar that does not feature such Digital Good or its corresponding Content, and any such new copy you obtain of such new Genies Avatar will then be deemed Your Copy, and you will no longer have any rights to the older version of Your Copy.
   3. Content in Digital Goods. When you create, purchase or acquire a Digital Good such as a wearable or other accessory, you own the NFT (if any) underlying such Digital Good but you do not own any intellectual property rights in the Content applicable to such Digital Good except for your rights in any of Your Content (as defined below) which may be incorporated therein, and except for any other license grants in such Content as expressly set forth herein. Subject to your continued compliance with these Terms (and any third party licensor terms which the Digital Goods may be subject to), when you purchase a Digital Good from us, we hereby grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Content for such Digital Good for the following purposes: (i) as part of a marketplace that we authorize (including any Warehouse that Genies may offer) that permits the purchase and sale of your Digital Good, provided that the marketplace cryptographically verifies each Digital Good owner’s ownership of the Digital Good associated with such Content and respects the smart contract with respect to payments to Genies and our partners and Users; (ii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Digital Good, provided that the website/application cryptographically verifies each Digital Good owner’s ownership of the associated Digital Good to ensure that only the actual owner can display the Content associated therewith, and provided further that such Content is no longer visible once the owner of the Digital Good leaves the website/application, and (iii) to create a Remix in accordance with these Terms (collectively, the “Digital Goods Content License”). Unless we have agreed otherwise in a separate agreement, you agree that if you develop and upload to the Service any Digital Goods and you make such Digital Goods available for purchase by other Users, you hereby grant to us and subsequent owners of such Digital Goods a license in the Content associated with such Digital Good that is consistent with the Digital Goods Content License set forth in the prior sentence. Your rights under the Digital Goods Content Licenses in the Content for any Digital Goods only lasts as long as you are the valid owner and holder of the Digital Goods associated with the licensed Content (other than Your Content which may be incorporated therein). If you sell or transfer the Digital Good to another person, this license will transfer to such other owner or holder of the Digital Good, and you will no longer have the benefits of such license.
   4. Ownership of Trademarks. The Genies’ name, the Genies’ trademarks and logos, and all related names, logos, product and service names, designs and slogans are trademarks of Genies or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
   5. Right to Use Services. Except as expressly permitted herein, we hereby permit you to use the Services for your personal non-commercial use only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Services as permitted by these Terms, provided that (i) your license in any Content (excluding Your Content) in connection with any Digital Goods is solely as set forth in the Digital Goods Content License and any other license grants and restrictions set forth in this Section 5, and (ii) your rights in the Creation Tools are limited to a non-exclusive right to access and use the Creation Tools solely create User Creations in connection with your use of the Services, as permitted herein. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Genies, in its sole discretion, may elect to take.
   6. Content License Grant Restrictions.
      1. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (i) use the Content for your Digital Good in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; or (ii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content (other than Your Content) for your Digital Good.
      2. If the Content associated with your Digital Good contains Third Party IP (e.g., licensed intellectual property from any rights holder, such as third party brands, logos or designs, or Content developed by other Users), you understand and agree as follows: (i) that you will not have the right to use such Third Party IP in any way except (x) as incorporated in the Content for your Digital Good or (y) to create Remixes if that is permitted by the owner of such Third Party IP, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Content; and (iii) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained herein.
   7. Your Content License Grant. In connection with your use of the Services, Genies may provide features and services through which you may be able to modify, “remix”, edit, create, invent, post, upload, or submit pictures, content, comments, images and other content to be stored on your Account or made available for viewing by other Users through the Services (“Your Content”). You own Your Content. For example, if you create a User Creation as specified above, you own Your Content in the User Creation and all copies of such User Creation that you create, excluding any Creation Tools, Third Party IP or other Content that is included therein (such as any original Content that was included in the original Digital Good on which you based your Remix). In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that, if made an available feature by Genies, other Users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify, edit, “remix” or include a copy of Your Content as part of their own use of the Services (e.g., to create their own Remixes of your User Creations, including any Remixes you develop); except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. We may allow you to restrict other Users from creating Remixes of your Digital Goods, in which case the foregoing license will not apply to any Digital Goods that are restricted in this way. By creating, posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. We have the right to (a) remove, screen, edit, delete, or refuse to post or offer for sale or transfer any of Your Content for any or no reason in our sole discretion; and (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of Users of the Services or the public, or could create liability for Genies or other Users.
   8. Notice of Infringement – DMCA (Copyright) Policy
      1. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
         1. identification of the copyrighted work that is claimed to be infringed;
         2. identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
         3. information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
         4. a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
         5. a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
         6. the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
      2. Notices of copyright infringement claims should be sent by mail to: Genies, Inc., Attn: Genies, Inc., 8605 Santa Monica Blvd, #22702, West Hollywood, California 90069; or by e-mail to copyright@genies.com. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
      3. A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
   9. Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Genies, and Genies may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Genies any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
6. THIRD PARTY SERVICES AND MATERIALS
   1. Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites, such as the Connected Services. By using the Services, you acknowledge and agree that Genies is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites, including those of any Connected Services. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third party services, Third Party Materials or third party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
7. GENERAL TERMS FOR PROMOTIONS
   1. Applicability. This Section 7 applies to all giveaways, sweepstakes, contests, and other promotions (each, a “Promotion”) sponsored by Genies, unless modified or superseded by the terms and conditions or the rules written for a specific Promotion (the “Specific Terms”). In the event that any provision of the Specific Terms conflicts with any provision of these Terms, the provision of the Specific Terms shall control. This Section 7 and the Specific Terms are together referred to as the “Official Rules.”
   2. Decisions of Genies. Genies reserves the right in its sole discretion to interpret the Official Rules of any Promotion, and such interpretation and all decisions by Genies shall be final and binding upon all participants in the Promotion (“Participants”). Genies reserves the right to disqualify any Participant that Genies determines, in its sole discretion, violates the Official Rules. Genies reserves the right, in its sole discretion, to modify, extend, suspend, cancel, and/or terminate any Promotion, or any part of it, at any time. If for any reason a Promotion is not able to be conducted as planned, including, but not limited to, by reason of infection by computer virus, programming errors, tampering, unauthorized intervention, fraud, or any other causes beyond the reasonable control of Genies which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Promotion, then Genies reserves the right at its sole discretion to modify, extend, suspend, cancel, and/or terminate the Promotion, or any part of it, and award the prize or promotional item from valid Entries (as defined below) received up to the suspension or termination date. Genies reserves the right to correct typographical errors and to modify the Official Rules to reflect minor updates to the Promotion.
   3. Entries and Request Forms. Genies may not acknowledge or return Entries and request forms (“Entries”) for Promotions submitted by Participants. No late, illegible, incomplete, or altered Entries will be accepted. Proof of submission of an entry does not constitute proof of receipt. Any person who attempts to participate with multiple e-mail and/or street or postal addresses, under multiple identities, or uses any scheme, device or artifice to submit multiple Entries in violation of any limitation will be disqualified. In case of dispute, an on-line or email entry will be deemed made by the authorized account holder of the e-mail address used to submit entry or otherwise associated with the online or social media account used to submit the entry. The “Authorized account holder” is the natural person who is assigned to an e-mail address by an Internet access provider, on-line service provider, or other organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address or administering accounts on behalf of such provider.
   4. Submissions. If the Promotion allows or requires you to submit a drawing, rendering, photo, video, essay, or other creative material (each a “Submission”), your submission must comply in all respects with the following guidelines or your Submission may be disqualified or taken down.
      1. The Submission must be Participant’s own original work, executed solely by Participant. Unless otherwise expressly specified in the Specific Terms, modifying, enhancing or altering a third party’s pre-existing work does not qualify as Participant’s own work.
      2. The Submission must not contain material that violates or infringes the rights of another person or entity including, but not limited to, privacy rights, rights of publicity, copyright, trademark, or other intellectual property rights.
      3. The Submission must not refer to or display the trademarks, brand names, or product names of anyone other Genies.
      4. You must have written permission from any person that appears in your Submission granting the right to make the Submission and to grant the rights granted in the Official Rules.
      5. The Submission must not include the names or other indicia identifying any person, living or dead, (other than historical or public persons) without permission.
      6. The Submission must not reveal any personal information about another individual, including another person’s address, phone number, e-mail address, or any other information that may be used to contact or impersonate that individual.
      7. The Submission must not violate our rules of conduct set forth in Section 4(A) above.
   5. By submitting a Submission, Participant warrants and represents that the Submission complies with the requirements set forth in the Official Rules and has not been previously published. Genies reserves the right to take down or not otherwise use any Submission.
   6. Participant hereby grants Genies and its licensees an irrevocable, unlimited, worldwide, license and right to reproduce, publish, use, modify, edit, excerpt, and publicly display and perform the Submission in any way, in any and all media, now known or created in the future, and for adverting, marketing, public relations, and promotional purposes, without any right to review or approve any use or changes, and without consideration to the Participant or any third party.
   7. SUBMISSIONS ARE THE VIEWS OR OPINIONS OF THE PARTICIPANT AND DO NOT NECESSARILY REFLECT THE VIEWS OF GENIES. Any Submission will be deemed made at the direction of the Participant within the meaning of the DMCA and the Communications Decency Act. If you think that any Submission infringes on your intellectual property rights, please contact us in accordance with procedure set forth in Section 5(H) above to report it.
   8. Prizes or Promotional Items. All prizes or promotional items are provided “AS IS” without any warranty of any kind from Genies. All prizes and promotional items are subject to availability and other restrictions. Prizes and promotional items are non-transferable and no cash redemption or substitution allowed, except at Genies’ sole and absolute discretion. Genies reserves the right at any time to substitute any prize or promotional item or a component thereof for any reason with an item of equal or greater value, including, without limitation, at Genies’ sole discretion, a cash award. In no event will more than the stated number of prizes or promotional items be awarded. If for any reason, more prize or promotional award notices are sent, or prizes or promotional items are claimed, than are intended to be awarded, Genies reserves the right to award the actual number of prizes or promotional items through a random drawing from among all verified and validated claims received.
   9. Prize Notifications. Genies will attempt to notify the potential winners of any prizes as set forth in the Specific Terms but is not responsible for any failure to notify a winner beyond Genies’ reasonable control. Each prize will only be awarded to a verified winner. If, after a good-faith attempt, Genies is unable to award or deliver a prize, the prize may not be re-awarded.
   10. Taxes. Genies may be required by law to collect or withhold taxes from any winner. All federal, state and local taxes imposed on the acceptance of a prize or promotional item are solely the responsibility of each recipient. If the prize winner in a sweepstakes or contest receives prizes with a value of $600 or more, the winner will be required to provide the winner’s social security number on IRS Form W-9 in order to be issued a form 1099-MISC for tax purposes in the amount of the value of the prizes.
   11. Communication Failures. Genies is not responsible for any incomplete, lost, stolen, late, misaddressed, misdirected, or undelivered Entries, prize notifications, or other mail, emails or messages, including without limitation e-mails or messages that are not received because of a winner’s privacy or spam filter settings which may block or divert such notifications to a spam or junk folder.
   12. CAUTION. ANY ATTEMPT BY A PARTICIPANT OR ANY THIRD PARTY TO UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, GENIES RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH PARTICIPANT OR THIRD PARTY TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
   13. Publicity Release. Each prize winner consents to the use of his/her name, likeness, biographical information, and voice for promotional purposes and in advertising worldwide without approval rights or additional compensation, except where prohibited by law. Tennessee residents are not required to grant a publicity release as a condition of winning a prize.
8. DISCLAIMERS, ASSUMPTIONS OF RISKS, LIMITATIONS OF LIABILITY, FORCE MAJEURE AND INDEMNIFICATION
   1. Disclaimers.
      1. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Genies, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “the Genies Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Genies Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Genies Entities or through the Services, will create any warranty or representation not expressly made herein.
      2. THE GENIES ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.
      3. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE GENIES ENTITIES WILL BE RESPONSIBLE FOR.
   2. Assumption of Risks.
      1. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These including, but are not limited to, risk of losing access to NFT due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks.
      2. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Digital Goods have no inherent or intrinsic value. You acknowledge and affirm that you are collecting, trading or purchasing Digital Goods for purposes of acquiring digital collectibles for your personal use and enjoyment, and not for any investment, commercial or speculative purposes. Any economic benefit that may be derived from appreciation in the value of any Digital Good is incidental to obtaining it for its collectible purpose. You agree that Digital Goods are not to be used as a substitute for currency or medium of exchange, resale or redistribution and that you are not acquiring any equity or other ownership or revenue sharing interest in Genies, its affiliates or any brand as a result of your acquisition of Digital Goods. You warrant and covenant that you will not portray the Digital Goods as an opportunity to gain an economic benefit or profit, or as an investment or equity interest.
      3. All Users acknowledge and agree that there is a risk that a Digital Good that a User acquired from another User may have been stolen or acquired by fraudulent means, and if we believe in our sole discretion, or have reasonable grounds to believe, that under any prior transaction, a Digital Good was stolen, obtained by fraudulent means, with stolen funds or credit card information, or otherwise obtained in violation of these Terms, all Users hereby grant us and our service providers a right to cancel any fraudulent transaction or transfer all such Digital Goods in question from the Genies Wallet or other wallet, to the User who was previously in rightful possession thereof, even if the User who loses possession of the NFT was a good faith holder of the Digital Good.
      4. We will use commercially reasonable efforts to deploy secure and functional smart contracts underlying Digital Goods created directly by Genies. However, we will not be liable or responsible to you for any failure in the intended function of such smart contracts, or any bugs, viruses, exploits, logic gaps, or malicious code which may be incorporated into any such smart contracts, or which could be used to commit fraud or otherwise cause harm. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same.
      5. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Warehouse, and therefore the potential utility or value of your Digital Goods. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks may have unintended, adverse effects on all blockchains, including any that are related to your Digital Goods.
      6. Any purchase or sale you make, accept or facilitate outside of the Warehouse of any Digital Good will be entirely at your risk. We do not authorize, control or endorse purchases or sales of Digital Goods outside of the Warehouse. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in any Digital Goods outside of the Warehouse
   3. Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE GENIES ENTITIES BE LIABLE (A) FOR ANY INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE GENIES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE GENIES ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE LESSER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE GENIES ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR DIGITAL GOODS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
   4. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, including operating the Warehouse, when and to the extent such failure or delay is caused by or results from any events beyond Genies’ ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
   5. Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Genies Entities (as well as any Promotion administrator, prize or promotional item providers, social media channels, and their respective parents, subsidiaries and affiliated companies, contractors, advertising and promotion agencies, and any other entities directly associated with a Promotion, and each of their respective officers, directors, employees, representatives and agents) (collectively, the “Indemnified Parties”) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Indemnified Parties arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content (including, for the avoidance of doubt, your User Creations, including any Remixes you create, use, display or sell), (e) your negligence or willful misconduct, or (f) the operation of a Promotion, or any other claim resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of a prize or promotional item or participation in a Promotion or in any Promotion-related activity. If you are obligated to indemnify any Indemnified Party hereunder, then you agree that Genies (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Genies wishes to settle, and if so, on what terms, and you agree to fully cooperate with Genies in the defense or settlement of such claim.
9. ARBITRATION AND CLASS ACTION WAIVER
   1. Informal Process First. You agree that in the event of any dispute between you and Genies Entities, you will first contact Genies and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
   2. Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Genies’ services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim, except as permitted herein. You and Genies agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. You have a right to have the arbitration conducted via telephone, or as an in-person hearing in your hometown area (if you live in the United States) or another location that is reasonably convenient to you.
   3. Waiver of Class Actions and Class Arbitrations. You and Genies agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Genies agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.
   4. Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, Genies will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
   5. Opt-Out. You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in these Terms by sending written notice of your decision to opt-out to requests@genies.com or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to Genies within thirty (30) days of your registering to use the Services or agreeing to these Terms (or if this Section 9 is amended hereafter, within 30 days of such amendment being effective), otherwise you shall be bound to arbitrate disputes in accordance with these Terms, and the notice must specify your name and mailing address. If you opt-out of these arbitration provisions, Genies also will not be bound by them.
   6. Exceptions. Notwithstanding anything in these Terms to the contrary, You may instead assert your Claim in “small claims” court, but only if your Claim qualifies, your Claim remains only in such court, and your Claim remains on an individual, non-representative and non-class basis. Further, you and Genies will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, or if the Claim relates to intellectual property infringement or misappropriation.
   7. In the event of a legal dispute between Users over which User has the right to be in possession of a Digital Good, we reserve the right to block any additional transfers of such Digital Good pending written instructions of all parties to the dispute or the order of a court of competent jurisdiction.
10. ADDITIONAL PROVISIONS
    1. Promotions. From time to time, we may offer you the chance to participate in contests, giveaways, surveys, or similar promotions (collectively, “Promotions”) in connection with your use of the Services. The Promotions may be governed by rules that are separate from these Terms. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.
       
    2. SMS Messaging and Phone Calls. Certain portions of the Services may allow us to contact you via telephone or text messages. You agree that Genies may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any items via the Services, including Digital Goods. You also understand that you may opt out of receiving text messages from us at any time, by replying with the word “STOP” using the mobile device that is receiving the messages, or by contacting support@genies.com. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.
       
    3. Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the Services. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
    4. Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by Genies will terminate automatically. Additionally, Genies may suspend, disable, or delete your Account (including disabling, invalidating or otherwise rendering inoperable your Genies Wallet) and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If Genies deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, Genies may, but is not obligated to, delete any of Your Content. Genies shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Genies or you. Termination will not limit any of Genies’ other rights or remedies at law or in equity.
    5. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Genies for which monetary damages would not be an adequate remedy and Genies shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
    6. California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
    7. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services, the Digital Goods and/or other information or materials provided by Genies hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
    8. Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Genies but may not be assigned by you without the prior express written consent of Genies. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 9, or if arbitration does not apply, then the state and federal courts located in Los Angeles County, California. You and Genies agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
    9. How to Contact Us. You may contact us regarding the Services or these Terms at: Genies, Inc., 8605 Santa Monica Blvd, #22702, West Hollywood, California 90069 or by phone at (415) 644-5364 or by e-mail at comments@genies.com.