Terms of Use

Version: 1.0

Introduction

These Terms of Service (these “Terms”) govern your access to and use of app.districts.xyz, a platform made available by Realio Technology LTD. (“Districts,” “we,” “us,” or “our”). Our websites, applications and related online and offline offerings include, without limitation, the creation, purchase, sale, exchange, modification and other use of Districts, as online and/or mobile services, including the site(s) and/or app(s) through which these Terms are made available, and software provided on or in connection with those services (collectively, the “Services”).

Within these Terms, the term “you” (including any variant) refers to each individual who enters into these Terms on such individual’s own behalf or any entity on behalf of which an individual enters into these Terms.)

Some Services may be subject to additional guidelines, terms, or rules (“Supplemental Terms”), which will be displayed in connection with such features. These Terms and all Supplemental Terms, which are incorporated by reference, are collectively referred to as the “Agreement.” If these Terms are inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to such services.

We are not a broker, financial institution, or creditor. You bear full responsibility for verifying the identity, legitimacy, and authenticity of any items you purchase through or in connection with the Services. Except where expressly stated at the point of sale for any purchase, Districts makes no claims about the identity, legitimacy, or authenticity of items offered for sale on or through the services.

This Agreement affects your legal rights, so please read it carefully. By clicking on any “I accept” button, by minting or offering to purchase or sell any Land Pixels or other digital assets or Services, purchasing products that Districts makes available through the Services, or otherwise using the Services, you agree to be bound by this Agreement and all of the terms incorporated herein.

If you do not agree to this Agreement, you may not access or use the Districts Platform or mint or purchase any Land Pixels.

Please read Section 22 of this Agreement carefully, as it contains an Arbitration Agreement, which will, with limited exceptions, require disputes between us to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement: (1) you will only be permitted to pursue claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you are agreeing to mandatory individual arbitration for the resolution of disputes and waiving your right to a jury trial on your claims.

Please be aware that Section 8 of this Agreement contains your opt-in consent to receive communications from us electronically.

Please refer to our Privacy Policy for information about how we collect, use, and share personal information about you. By submitting data through the Platform, you expressly consent to the collection, use and disclosure of your personal data in accordance with the Privacy Policy.

Districts reserves the right to change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, such as by providing notice through the Platform or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Platform at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Platform. If you do not agree to the revised Terms, you may not access or use the Platform.

LAND PIXELS ARE NOT INTENDED FOR INVESTMENT.

Land Pixels are not intended for investment, and purchasers should not assume that Land Pixels will appreciate in value or have any resale value whatsoever. By agreeing to these Terms of Service you agree that any minting or purchasing of Land Pixels you make is for the uses of Land Pixels on the Districts Platform and not with any expectation of appreciation or profit or intent to sell to others for profit.

1. Our Platform

Districts allows users to mint Land Pixels, each of which is the single non-fungible token (“NFT”) linked to specific real-world geographical coordinates in a digital virtual world. Land Pixels are recorded on the Realio Network blockchain. The user who has claimed or otherwise acquired a Land Pixel is recorded on the Realio Network blockchain as its owner (the “Owner”). An Owner can display collections of Land Pixels on the Owner’s user profile and may add creative content to a Land Pixel through the Services, such as a rendering of a virtual building, other images, or animated characters as these offerings become available. The Land Pixel carries no rights with respect to the real-world property at the corresponding coordinates or the names or intellectual property of the owner or occupant of the real-world property.

A Land Pixel may be sold back to the Land Bank at a fixed formula price, after which it may become available for another Districts user to claim. Note newly minted Land Pixel require a 7-day unbonding period to sell them back to the Land Bank. Secondary sales do not include any Districts governance tokens (“$DSTRX”) and do not require an unbonding period. Districts also offers a Marketplace where Land Pixels may be offered for sale to other users. You may access or participate some important features of the Services (for example, claiming or selling a Land Pixel, maintaining it, or adding creative content in future iterations) only by linking an electronic Web3 wallet that allows you to purchase, store, and engage in transactions (each, a “Digital Wallet”).

Although a Land Pixel itself is Owned by its then-current Owner, the work of authorship embodied by the Land Pixel is licensed, and not transferred or sold, to the Owner of the Land Pixel. (“Own” means, with respect to any NFT or other digital asset, an NFT or digital asset that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the relevant blockchain).

2. User Representations and Warranties

You must be at least 18 years old or otherwise capable of forming a binding contract in your jurisdiction to use the Services. By using the Services, whether to mint or purchase an NFT, view a Land Pixel, or otherwise, you agree (i) to provide accurate, current, and complete information about yourself as requested, (ii) to maintain and promptly update such information from time to time as necessary, (iii) to maintain the security of your Digital Wallet and accept all risks of unauthorized access to your Digital Wallet and to the information you provide to us, and (iv) to notify us immediately if you discover or otherwise suspect any security breaches related to the Services.

You will not buy, sell, rent, or lease access to the Services except as permitted by us or log in or try to log in to access the Services through unauthorized third-party applications or clients.

We may require you to provide additional information and documents from time to time, including without limitation at the request of any competent authority or in order to help Districts comply with applicable law, regulation, or policy, including laws designed to prevent the laundering of illegitimately obtained money, or for counteracting the financing of terrorism. Districts may also require you to provide additional information and documents in cases where it has reason to suspect any of the following: your Digital Wallet or other means of access to the Services is being used for money laundering or for any other illegal activity, you have concealed your identity or location or reported false identification information and other details, or Transactions made via your Digital Wallet may have been made in breach of this Agreement.

In such cases, Districts, in its sole discretion, may pause or cancel your transactions until such requested additional information and documents have been reviewed by Districts and accepted in District’s sole judgment as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, Districts may refuse to provide any Land Pixel, Districts Content (as defined below), product, service, and/or further access to the Services to you.

When you mint or purchase a Land Pixel or otherwise use the Services, you hereby represent and warrant, to and for the benefit of Districts, its affiliates and its, and their respective representatives, as follows:

• Authority. You have all requisite capacity, power, and authority to enter into and perform your obligations under this Agreement, including to sell, list, buy, display, or otherwise use any Land Pixel, as applicable. The execution, delivery, and performance of your obligations under this Agreement have been duly authorized by all necessary action on your part and, if you are an entity, on the part of such entity’s board of directors or comparable authority(ies), and no other proceedings on your part are necessary to authorize the execution, delivery or performance of your obligations under this Agreement.
• Due Execution. This Agreement constitutes your legal, valid and binding obligation, enforceable against you in accordance with this Agreement.
• Accuracy of Information. All information provided to Districts and/or its third-party designees is accurate and complete.
• Not a prohibited person. None of: (i) you; (ii) any of your affiliates; (iii) any other person having a beneficial interest in you (if you are an entity); or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or a person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
• Non-Contravention. This Agreement does not, and the performance of your obligations under this Agreement and your use of the Services will not do any of the following: (i) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, or (iv) violate the conditions for any permit held by you or any legal requirement applicable to you.
• Independent Investigation and Non-Reliance. You are sophisticated, experienced, and knowledgeable in the minting, listing, buying, selling, display and other uses of NFTs and other digital assets. 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 necessary and desirable practices regarding the foregoing, and, in making the determination to use the Services, you have relied solely on the results of such investigation and such independent judgment. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including the Land Pixels, 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 or cryptographic tokens (including the Land Pixels) 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, Districts in determining to enter into this Agreement, mint, buy, sell, or otherwise use any Land Pixels, or otherwise use the Services.
• Litigation. There is no legal proceeding pending that relates to your activities relating to selling or trading in any NFT or digital asset or related to blockchain technology.
• Compliance. You have not failed to comply with and have not violated any applicable legal requirement relating to any blockchain technologies, token trading activities or minting, buying, or selling NFTs or other 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, buying, or selling NFTs or other digital assets.

You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

3. Use of Land Pixels and Owner Content.

A. Districts Intellectual Property. The code embedded in a Land Pixel, along with any images, descriptors, names, marks and other content associated with the Land Pixel at the time of its initial sale (collectively, “Land Pixel Content”), are and will remain the property of Districts and are part of the Districts Content as defined in Section 9.

B. Ownership of Land Pixel. Upon purchase of a Land Pixel, the Owner receives an exclusive license to display the Land Pixel with the User’s profile on Districts and such sites and social networks as desired by the Owner and permitted by Districts and to make such other uses as permitted by the Platform for Land Pixels in general and as available through the Services (such license referred to as “Ownership” in this Agreement). Ownership is fully paid at the time of purchase and continues until the Owner transfers the Land Pixel as described in Section 3.E.

C. Owner Content. Ownership includes the right to add creative content to a Land Pixel through the Services in the future, such as a rendering of a virtual building, other images, or animated characters (collectively, “Owner Content”).

D. Owner’s Warranty of Owner Content. You are solely responsible for your Owner Content. You represent and warrant that, for Owner Content of which you are not the sole author and owner, you have obtained all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein with respect to any of your Owner Content you display on the Platform or otherwise associate with Land Pixels, in whole or in part. You agree that your Land Pixels will not contain material subject to copyright or other proprietary rights unless you have the necessary permission(s) or are otherwise legally entitled to grant the rights described above. We take no responsibility for your Owner Content; however, we reserve the right to remove or disable the display of or access to any of your Owner Content in our sole discretion.

E. Transfer. An Owner’s Ownership of a Land Pixel and all associated Land Pixel Content shall terminate when the Land Pixel is sold to the Land Bank or to another user via the Marketplace, and such rights will revert to the Land Bank or be transferred to the New Owner, as applicable.

Upon such sale, Owner Content will revert to the seller, subject to the license granted pursuant to Section 3.F. To the extent Owner Content is transferrable by such seller, Districts may at its exclusive discretion permit the sale of Owner Content to the purchaser of the associated Land Pixel on the Marketplace pursuant to an agreement acceptable to Districts, including without limitation disclaimer of any warranty by Districts.

Any purchase of Land Pixel by the Land Bank shall be exclusive of any associated Owner Content.

F. Districts’ License to Owner Content. By uploading Owner Content on the Platform or otherwise associating Owner Content with a Land Pixel, you grant Districts a permanent, royalty-free license to the Owner Content as follows:

1. A license to store a copy of the Owner Content, to host the Owner Content with your profile, to use the Owner Content in connection with providing the Services, including making your Owner Content available to other users of the Services in accordance with your elections on the Services, improving the Services, to address offers of Services or products to you, for record keeping and archival purposes, to be provided to regulators or governmental bodies, and for production (which may result in public availability) in any dispute with you or any dispute with a third party related to the Owner Content;
2. In addition to the license granted under Section 3.F(i), if you choose to publish Owner Content by making the profile on which it is displayed “public,” you hereby grant Districts a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, sublicense, reproduce, distribute, publicly perform, display, translate and create derivative works of such Owner Content (in whole or in part) for the purpose of advertising, promoting and demonstrating Districts and its services. You also hereby grant each other user of the Services a non-exclusive license to access the Owner Content and to use, reproduce, distribute, display, and perform the Owner Content solely as permitted through the functionality of the Services and under this Agreement.

4. CLAIMING A LAND PIXEL DOES NOT GIVE YOU OWNERSHIP OF REAL-WORLD PROPERTY

While Land Pixels correspond to real-world locations, a Land Pixel carries no rights related to the real-world property at that location and no rights to the intellectual property of the user or owner of the real-world property.

By agreeing to these Terms of Service you acknowledge that by claiming a Land Pixel you are not obtaining ownership of any real-world asset and that you will not:

• Claim any rights as an owner or tenant of real property based on claiming Land Pixels or using the Districts Platform;
• Use the name of any real-world business, organization, government body, or person that owns or occupies real property associated with your Land Pixels, or use any trademark, trade dress, or brand of a business that owns or occupies such real property, whether on the Districts Platform, social media or any other medium or forum;
• Compete with any business on the real property associated with your Land Pixels or cause confusion between your activities on Districts and such business or its goods or services;
• Contact or seek to attract any customer, client, member, employee, or associate of any real-world business, organization, or government body that owns or occupies real property associated with your Land Pixels.

For purposes of clarity, if you are the owner or lawful occupant of the real-world property corresponding to a Land Pixel you also own, the foregoing restrictions shall not apply to your exercise of any rights you may have as such owner or occupant, you may use the Land Pixel to enhance or promote the real-world property, and you are not prohibited from representing yourself as such owner or occupant on the Platform.

5. Purchasing a Land Pixel

Before purchasing a Land Pixel, you must connect a Digital Wallet to the Services. Once you submit an order to purchase a Land Pixel, your order is passed on to the applicable bridge extension, which completes the transaction on your behalf.

All transactions on the Platform are made through third-party digital wallet extensions. By using our Services you agree that such transactions are governed by the terms of service and privacy policy for the applicable extensions and digital wallets.

Districts shall have no liability to you arising from or related to any transaction made through such extensions, including without limitation any failure by the extension to complete such transaction or any fees incurred thereunder.

By purchasing a Land Pixel, you agree to comply with any terms, including licenses or payment rights that are displayed at the point of sale of, embedded within or otherwise included with any Land Pixel.

Claiming Land Pixels in a LandRush

In a LandRush, users may acquire Land Pixels through the “claiming” process. A user deposits 5,000 $RIO with the Land Bank, allowing the user to claim any currently unclaimed Land Pixel from any available location. The Land Bank will then mint the claimed Land Pixel, retain 4,000 $RIO, burn the remaining 1,000 $RIO, and cause the newly minted Land Pixel, plus Districts governance tokens ($DSTRX) to be delivered to the user’s Digital Wallet. See Section 14, “Land Bank.”

Purchasing Previously Minted Land Pixels

Previously minted Land Pixels may be purchased from the Owner, or from the Land Bank if the Land Pixel has been sold back to the Land Bank. The sale price of a Land PIxel between users on the Marketplace will be the price agreed by the buyer and seller on the Marketplace. The sale price of a previously minted Land Pixel from the Land Bank will be 5,000 $RIO.

Purchases Generally

Districts may set limits on or other terms regarding the purchase, sale or use of Land Pixels comprising Districts’ Content (as defined below), including, without limitation, any fee payable in connection with any sale of a Land Pixel through the Marketplace, and Districts will display such terms at point of sale or otherwise within the Services.

Districts is not and shall not be a party to any transaction or dispute between sellers and buyers of Land Pixels on the Marketplace.

Districts may from time to time make available certain Land Pixels without purchase to new or existing users of the Services (each, a “Free Land Pixel”). The rules governing your use of a Free Land Pixel will be made available in connection with such Free Land Pixel. Districts will determine your eligibility for any Free Land Pixel in its sole discretion and may change the terms of or remove your access to a Free Land Pixel at any time, with or without notice to you.

6. Visiting Other Users’ Land Pixels​

When you use the Services, you may be able to access, view, and virtually tour a Land Pixel that is made available by another user. Each Owner is solely responsible for the Owner Content associated with a Land Pixel. You are solely responsible for your interactions with other users or any Land Pixel and any other parties with whom you interact; provided, however, that Districts reserves the right, but has no obligation, to intercede in any disputes or user complaints, including without limitation to take action in response to any such dispute or complaint. You agree that Districts will not be responsible for any liability incurred as the result of such interactions or any visit to or failure to access a Land Pixel that is made available by another user. You visit Land Pixels and interact with other Owners and visitors at your own risk.

7. Pricing and Fees; Payments​

All pricing and payment terms for Land Pixels or other Services are as indicated at the point of sale or otherwise on the Services, and any payment obligations you incur are binding at the time of purchase. 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 of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.

When you purchase a Land Pixel, you agree that you have read, understand, and agree to be bound by any terms and conditions applicable to the sale of that Land Pixel, including any terms applicable to a purchase from an Owner on the Marketplace.

When an Owner sells a Land Pixel to another user, the Marketplace currently collects a 20% transfer fee that goes to the Land Bank and thus increases the Floor Price. Any purchase or sale of a Land Pixel on another NFT forum outside of Districts is at the user’s risk and will be subject to any fees, terms, and conditions of that forum.

Districts may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions. Whether a particular cryptocurrency is accepted as a payment method by Districts is subject to change at any time in Districts’ sole discretion. You agree to make all payments of fees to Districts free and clear of, and without reduction for, any withholding taxes.

8. Consent to Electronic Communication

By contacting Districts via email or by using the Services, you consent to receive electronic communications from Districts (e.g., via email, by a “messages” tab on your user profile, or by posting links by pop-ups, bubbles or badges on the Platform). These communications may include notices about your use of the Services (e.g., transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you.

9. Ownership​

Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Districts logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof, and all Land Pixel Content (collectively, “Districts Content”) are the proprietary property of Districts or our affiliates or licensors.

The Districts logo and any Districts product or service names, logos or slogans that may appear on the Services are trademarks of Districts or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Districts,” or any other name, trademark or product or service name of Districts or our affiliates without our prior written permission. In addition, the look and feel of the Services and Districts Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Districts and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and other names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Districts.

As between you and Districts, Districts owns all legal right, title and interest in and to the Land Pixels, and all intellectual property rights therein. Districts and its licensors reserve all rights in and to the Land Pixels not expressly granted to you.

You agree that any submission of any ideas, suggestions, documents, and/or proposals to Districts (collectively, “Feedback”) is at your own risk and that Districts has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Districts a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and Districts’ other products and services.

10. License to Our Services and Districts Content

You are hereby granted a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, “as-is” license to access and use the Services and Districts Content for your own personal, non-commercial use; provided, however, that such license is subject to this Agreement and does not include any right to (i) sell, resell, or use commercially the Services or Districts Content; (ii) distribute, publicly perform, or publicly display the Services or any Districts Content except as expressly permitted by us; (iii) modify or otherwise make any derivative uses of the Services or Districts Content, or any portion thereof, except as expressly permitted by us; (iv) use any data mining, robots, or similar data gathering or extraction methods; (v) download (other than page caching) any portion of the Services or Districts Content, except as expressly permitted by us; and (vi) use the Services or Districts Content other than for their intended purposes. This license is subject to your compliance with the Acceptable Use Policy set forth in Section 13.

You are granted a limited, non-exclusive, non-transferable right to create a text hyperlink to the Services for non-commercial purposes, provided that such link does not portray Districts or our affiliates or any of our Services, Districts Content, products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable in Districts’ sole discretion. This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of Districts to link to the Services or Districts Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Districts trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout or design of any page, or form contained on a page, on the Services without our express written consent.

Districts may, from time to time, change or discontinue any or all aspects or features of the Services, including by (i) altering the smart contracts which are included in the blockchain platform pursuant to upgrades, forks, security incident responses or chain migrations, or (ii) deactivating or deleting Districts Content that Districts in its sole discretion determines has been abandoned. In such events, you may no longer be able to access, interact with, or read the data from the Services.

11. User Content

Certain content other than Owner Content may be made available by you, by Visitors or by other users on or through the Services (“User Content”). If you choose to make User Content available on or through the Services, you hereby grant Districts a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, sublicense, distribute, reproduce, modify, adapt, and display, such User Content (in whole or in part) for the purposes of (i) providing the Services, including making User Content available to other users in accordance with your elections on the Services, (ii) improving the Services, and (iii) advertising and promoting Districts and its Services. You also hereby grant each other user of the Services a non-exclusive license to access your User Content through the Services, and to use, reproduce, distribute, display and perform such User Content solely as permitted through the functionality of the Services and under this Agreement. You are solely responsible for any User Content you provide. 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 any User Content that you submit, post or display on or through the Services. You agree that such User Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission(s) or are otherwise legally entitled to post the material and to grant the licenses described above. We take no responsibility for the User Content posted or listed via the Services. Districts has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. Unless expressly agreed to by Districts in writing elsewhere, Districts has no obligation to store any of your User Content that you make available on or through the Services. Districts has no responsibility or liability for any of the following: (a) the deletion or accuracy of any User Content or Owner Content; the failure to store, transmit or receive transmission of User Content or Owner Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. You agree that Districts retains the right to create reasonable limits on Districts’ availability for and storage of User Content and Owner Content, including limits on file size, storage space, processing capacity, and similar limits described in the Services and as otherwise determined by Districts in its sole discretion.

12. Third-Party Services; Third-Party Terms

The Services may contain links to third-party properties, services and applications (collectively, “Third-Party Services”), When you click on a link to a Third-Party Services, such as a Digital Wallet or bridge extension, you are subject to the terms and conditions (including privacy policies) of another property or application. Such Third-Party Services are not under the control of Districts. Districts is not responsible for any Third-Party Services. Districts provides links to these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or their products or services. You use all links in Third-Party Services at your own risk. When you leave our Services, our Terms and policies no longer govern. You should review all applicable agreements and policies, including privacy and data-gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

13. Acceptable Use Policy

You agree that you are solely responsible for your conduct in connection with the Services. You agree that you will abide by this Agreement and will not (and will not attempt to):

• Provide false or misleading information to Districts;
• Use or attempt to use another user’s linked Digital Wallet without authorization from such user and Districts;
• Create, list, or otherwise make available counterfeit tokens;
• Pose as another person or entity;
• Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
• Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services;
• Reverse engineer any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;
• Attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Services that you are not authorized to access;
• Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not expressly authorized by us to access the Services, extract data or otherwise interfere with or modify the rendering of pages or functionality of Services or the Platform;
• Collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;
• Use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
• Bypass or ignore instructions that control all automated access to the Services;
• Use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement;
• Use the blockchain platform to carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the blockchain platform, or the Services;
• Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including: trading a token at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such token, unduly or improperly influencing the market price for such token trading on the Services or establishing a price which does not reflect the true state of the market in such token; for the purpose of creating or inducing a false or misleading appearance of activity in a token or creating or inducing a false or misleading appearance with respect to the market in a token: (A) executing or causing the execution of any transaction in a token which involves no material change in the beneficial ownership thereof; or (B) entering any order for the purchase or sale of a token with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such token, has been or will be entered by or for the same or different parties; or participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a token;
• Engage in “farming” or otherwise engage in a pattern of activity with respect to the Services with the sole intention of exploiting any future promotions, rewards or benefits made available to users of the Services, in each case in Districts’ sole discretion;
• Use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions; or
• Use the Services to offer digital assets or otherwise engage in transactions that facilitate fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (i) are redeemable for financial instruments, (ii) give owners rights to participate in an ICO or any securities offering, or (iii) entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts.

14. Land Bank

Descriptions of Land Bank transactions in this Section have been simplified and are qualified in their entirety by the Districts Token Economy Whitepaper available on the Platform (the “Whitepaper”).

The Land Bank is a Service that facilitates the issuance of Land Pixels claimed by users in a “LandRush” associated with a virtual area that has been added to Districts. A user will deposit 5,000 Native $RIO (the native currency of the Realio Network) in the Land Bank to mint an available Land Pixel, of which 4,000 $RIO will be retained by the Land Bank, and 1,000 $RIO shall be burned. The Land Bank will (after a seven-day cooling off period, known as the unbonding period, following the initial minting) purchase Land Pixel from Owners desiring to sell at a formula-based price (the “Floor Price”) using $RIO retained from Land Pixel sales and $RIO received from Platform transaction fees.

The Floor Price for a Land Bank repurchase of a Land Pixel is generally the total $RIO held in Land Bank divided by the total Land Pixel NFTs minted (e.g. if only 1 Land Pixel NFT has been minted, the Floor Price will be 4,000 $RIO). Note that future reductions in the amount of $RIO burned, to mint Land Pixels, in addition to future fees earned by the Land Bank, will result in Floor Price increases over time. The Floor Price will never be lower than 4,000 $RIO and is expected to increase over time as the Land Bank accrues fees for its operations.

By making any purchase of Land Pixels, you acknowledge and agree to assume the following risks regarding Land Bank repurchases:

• The name “Land Bank” does not imply that it is a chartered financial institution or that it is subject to federal or state bank regulation. The Land Bank is not regulated or insured, holds $RIO or any other currency strictly for its own account, and does not have depositors. It does not lend and provides only the limited Services described above and in the Districts Token Economy Whitepaper.
• Because the Land Bank retains only 80% of the $RIO from Land Pixel purchases and burns the remainder, the Floor Price will be less than the LandRush purchase price unless the Land Bank receives other transaction fees in excess of the $RIO burned. The amount of transaction fees received by the Land Bank cannot be guaranteed.
• The value of $RIO in U.S. dollars fluctuates. The $RIO paid in a Land Bank repurchase at the Floor Price may be worth significantly less – or significantly more – than the $RIO used at the time of a Land Pixel mint or purchase.
• If unforeseen circumstances caused Districts to cease operations, the Land Pixels would likely have little further functionality, but the smart contracts underlying the Land Pixels would continue to allow an Owner to resell a Land Pixel to the Land Bank at the Floor Price. However, the same circumstances that would cause Districts to cease operations could cause $RIO to lose its value in U.S. dollars..

15. Marketplace Guidelines

Districts has the right, but not the obligation, to remove any asset or class of assets from purchase or sale on the Marketplace at any time. Districts exercises its sole judgment in allowing or disallowing certain assets, listings, smart contracts, and collections.

Tokens, listings, smart contracts, collections, and other assets that Districts in its sole discretion, deems inappropriate, disruptive, or illegal are prohibited on the Services. Districts reserves the right, but not the obligation, to determine the appropriateness of listings and remove any Content, including any listing, at any time. If you create or offer a token, listing, smart contract, or collection in violation of these policies, we reserve the right to take corrective actions as appropriate, including but not limited to removing the asset, listing, smart contract, or collection, deleting such Content, recouping any payments that have been made to you for such token, and permanently withholding any other payments due and owed to you. Districts reserves the right to destroy inappropriate or illegal metadata stored on our servers.

16. Prohibited Content.

The following Content is prohibited on the Platform, whether included in or made available in or through tokens, listings, smart contracts, or collections that include metadata or otherwise:

• Content that violates international or United States intellectual property laws;
• Content that promotes suicide or self-harm, incites hate or violence against others, degrades or doxes another individual, depicts minors in sexually suggestive situations, or is otherwise illegal in the United States;
• Content with a primary or substantial purpose in a game or application that violates international or United States intellectual property laws, promotes suicide or self-harm, incites hate or violence against others, degrades or doxes another individual, depicts minors in sexually suggestive situations, or is otherwise illegal in the United States;
• Content created or used primarily or substantially for the purpose of raising funds for known terrorist organizations (as listed on https://www.state.gov/foreign-terrorist-organizations/ or as may be determined by Districts from time to time in its sole discretion);
• Content that, as determined in our sole and absolute discretion, is obscene, and other Content that is intended to be age-restricted;
• Content that includes stolen assets, assets taken without authorization, and otherwise illegally obtained assets, all including but not limited to tokens. Listing illegally obtained tokens may result in your listings being canceled, your tokens being hidden, or your access to the Services being suspended. If you have reason to believe that an asset listed on the Services was illegally obtained, please contact us immediately;
• Content that misrepresents Districts or Land Pixels or brings them into disrepute,
• Conduct prohibited under Section 4, “Claiming A Land Pixel Does Not Give You Ownership of Real World Property” or violating the Acceptable Use Policy Section 13;
• Content encouraging speculation in Land Pixels or promoting Land Pixels as investments;
• Content that is illegal.

If you become aware of the creation, listing, or buying of assets in violation of any of the terms specified in this section, please contact us to report it.

17. Copyright. Districts retains the absolute right to terminate access to the Platform and remove the User Content of any user who violates or infringes our rights or the rights of any third party. Without limiting the foregoing, if you believe that your intellectual property has been used on the Services in a way that constitutes infringement, please provide our Copyright Agent ([email protected]) with the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed;
• a description of the location on the Platform of the material that you claim is infringing;
• your address, telephone number and e-mail address;
• a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
• and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Districts’ Copyright Agent for notice of claims of copyright infringement is as follows: 123 Main Street, 2nd Floor, Road Town Tortola VG1110 BVI, SUBJ: Copyright Agent.

18. Investigations

If Districts becomes aware of any possible violations by you of this Agreement, Districts reserves the right, but will not have any obligation, to investigate such violations. If, as a result of the investigation, Districts believes that criminal activity may have occurred, Districts reserves the right, but Districts will not have any obligation, to refer the matter to, and to cooperate with, any and all applicable legal authorities. Districts is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including any User Content, in Districts’ possession in connection with your use of the Services, (i) to comply with applicable laws, legal process or governmental request; (ii) to enforce this Agreement, (iii) to respond to any claims that User Content violates the rights of third parties, (iv) to respond to your requests for customer service, or (v) to protect the rights, property or personal safety of Districts, users, or the public, and all law enforcement or other government officials, as Districts in its sole discretion believes to be necessary or appropriate. By agreeing to this Agreement, you hereby provide your irrevocable consent to the foregoing. You acknowledge and agree that you have no expectation of privacy concerning your communications with us on the Platform in your use of the Services, including without limitation text, voice, or video communications (except for information expressly covered in the Privacy Policy that may be contained in such communications).

19. Cessation of Operations.

The intended duration of Districts is unlimited. Districts and the $DSTRX token will be governed by a decentralized, autonomous organization, or DAO, which should provide for its continuous operation and availability for the foreseeable future. Nevertheless, several circumstances could lead to a cessation of operations of the Platform and the ability to display or use purchased Land Pixels. These would include government regulation, lack of consumer interest, competition and unforeseen technological challenges.

If Districts ceases operations and is liquidated, Land Pixels would likely have no further functionality. However, the decentralized autonomous organization (DAO) that runs Districts should allow the operation of the smart contracts underlying the Land Pixels to continue, including their sale back to the Land Bank at the Floor Price. Following any cessation of operations, Districts intends to use commercially reasonable efforts to keep a user interface available for Owners to sell Land Pixels back to the Land Bankand to make any other transactions permitted by the underlying smart contract and the DAO, but does not guarantee the availability of such an interface and cannot assure that $RIO will continue to be available from the Land Bank or have significant value.

By using the Platform and purchasing Land Pixels, you acknowledge and assume the risk that Districts may in the future cease operations, ending any useful functionality of the Land Pixels and without assurance of any repayment of your original purchase price.

Owners will receive no remuneration for Owner Content. On a cessation of Districts’ operations, each Owner will continue to own such Owner’s Owner Content (subject to the licenses granted under Section 3.F).

20. Release

You hereby release and forever discharge Districts, its affiliates and its officers, employees, agents, successors, and assigns (the “Districts 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 Services), whether known or unknown. If you are a California resident, you hereby waive California Civil Code Section 1542 in connection with the foregoing, which states:

“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.”

You acknowledge and agree that the prices of digital assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of Land Pixels and other digital assets available on Districts, which may also be subject to significant price volatility. We cannot and do not guarantee that any purchasers of Land Pixels will not lose money.

You are solely responsible for determining what if any, taxes apply to your transactions involving Land Pixels. Neither Districts nor any other Districts Entity is responsible for determining the taxes that may apply to transactions involving Land Pixels.

Land Pixels exist and can be transferred only by virtue of the ownership record maintained on the blockchain supporting such Land Pixels. There are risks associated with using digital currency and 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. The legal and regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are evolving, and new regulations or policies may materially adversely affect the same.

There are risks associated with purchasing user-generated content, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that infringe on third-party rights, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. Districts reserves the right to hide collections, contracts, and assets that Districts suspects or believes may violate this Agreement. Land Pixels you purchase may become inaccessible on the Services. Under no circumstances shall the inability to access or view your assets on the Services serve as grounds for a claim against Districts.

Districts has no responsibility for any third-party digital assets sold, bought or traded on the Services. Districts responsibility for a Land Pixel after the initial mint or sale is limited to Services related to the Land Bank.

21. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Districts and the Districts Entities from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance) of every kind and nature whatsoever arising out of or related to this Agreement or your use of the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services, Content, Land Pixels or other NFTs or digital assets, including, without limitation, any act or omission involving any third-party in connection with the minting, listing, buying, selling, or trading of any Land Pixels; (b) any Feedback you provide; (c) your violation of this Agreement; (d) your violation of the rights of any third party, including another user; (e) any breach or non-performance of any covenant or agreement made by you; (f) your User Content or the minting, listing, buying, selling, or trading of any Land Pixels or other digital assets; or (g) any off-chain benefits (including the furnishing, or any failure to furnish, or any acts or omissions of or attributable to you or any third party in respect of the same). You agree to promptly notify Districts of any third-party Claims and cooperate with the Districts Entities in defending such Claims. You further agree that the Districts Entities shall have control of the defense or settlement of any third-party Claims.

THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND DISTRICTS.

22. Disclaimers

The Platform, Services, Land Pixels and content contained therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. Districts (and its suppliers) make no warranty that the Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, complete, legal, or safe. Districts disclaims all other warranties or conditions, express or implied, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement as to the Services or any content contained therein. Districts does not represent or warrant that content on the Services is accurate, complete, reliable, current, or error-free. We will not be liable for any loss of any kind from any action taken or taken in reliance on material or information contained on the Platform or through the Services. While Districts attempts to make your access to and use of the Platform, Services and content safe, Districts cannot and does not represent or warrant that the Platform, Services, Land Pixels and content, or any other asset available through our Services or our servers are free of viruses or other harmful components. We cannot guarantee the security of any data that you disclose online. You accept the inherent security risks of providing information and dealing online over the Internet and will not hold us responsible for any breach of security unless it is due to our gross negligence. We will not be responsible or liable to you for any losses you sustain as a result of your use of the Services. We take no responsibility for, and will not be liable to you for, any use of tokens, 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 viruses, phishing, brute forcing or other means of attack against the Platform, the Services, Land Pixels or digital wallets.

Land Pixels are intangible digital assets. They exist only by virtue of the ownership record maintained in the blockchain network. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within the blockchain platform. We do not guarantee that Districts or any Districts entity can implement the transfer of title or right in any Land Pixel. We cannot and do not guarantee that any Land Pixel will have or retain any inherent value. Repurchases by the Land Bank will be at a fluctuating Floor Price that may not recoup a significant part of your original purchase price. Except for the Land Bank you may be unable to sell or resell any Land Pixel purchased on the Platform or through the Services.

Districts 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 the Land Pixels. Districts is not responsible for any delay or failure to report any issues with any blockchain, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.

You acknowledge and agree that Districts is not liable, and you agree not to seek to hold Districts or any of its affiliates liable for the conduct of third parties, and that the risk of injury from such third parties rests entirely with you. You are solely responsible for all of your communications and interactions with other users of the Platform. You understand that Districts does not make any attempt to verify the statements of users of the Platform or the Services. Districts makes no warranty that any goods or services provided by third parties will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction.

Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

23. Limitation of Liability

To the fullest extent permitted by law, in no event will Districts be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from this Agreement, the Platform, the Services, any Land Pixels, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if Districts has been advised of the possibility of such damages. You undertake to access the Platform and use Services at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data resulting therefrom.

Notwithstanding anything to the contrary contained herein, in no event shall the maximum aggregate liability of Districts arising out of or in any way related to this Agreement, your access to the Platform and use of the Services, content (including your User Content and Owner Content), or any Land Pixels minted, purchased, or sold exceed the greater of (a) $100 or (b) the amount retained by districts in the transaction or incident that is the subject of the claim.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

24. DISPUTE RESOLUTION; WAIVER OF CLASS ACTION; ARBITRATION

Please carefully read the following arbitration agreement (“Arbitration Agreement”). It requires you to arbitrate disputes with Districts and Realio Technology, LTD and limits the manner in which you can seek relief from us.

A. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of Platform or the Services, to Land Pixels and any other assets or products sold or distributed through the Services, or to any aspect of your relationship with Districts, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Districts may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

B. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must email US requesting arbitration and describing your dispute or claim or request for relief to us at the contact information provided [email protected]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Districts will pay them for you. In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

C. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

D. Waiver of Jury Trial. YOU AND DISTRICTS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 22.A above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

E. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by emailing notice of your decision to opt-out to [email protected] within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your user name (if any), the email address or Digital Wallet address you used to access the Services (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

F. Severability. Except for the special severance provision provided in the first paragraph of Section 22.E, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

G. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.

H. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by emailing us at [email protected] and expressly opting out of this Arbitration Agreement.

25. General

We reserve the right in our sole discretion to modify, suspend, or discontinue the Services, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to you in our sole discretion. This Agreement, and your access to and use of the Services, shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to any conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts located in New York City. Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement. This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you without the prior written consent of Districts. Districts’ failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this Agreement is intended solely for the benefit of Districts and you and shall not confer third-party beneficiary rights upon any other person or entity.