TERMS & CONDITIONS

Last Updated as of October 24, 2024

Nindou’ (the “Company” or “we” or “us”) website and other software, media channels, or applications connected thereto are made available to you in accordance with the following terms and conditions (the “Terms”). It is important that you read the Terms carefully, as your use of the website will automatically constitute your agreement to be legally bound by the terms and conditions set out herein. In addition to any applicable license agreements on our website, these Terms also govern your use or ordering of the digital and physical products provided through or in connection with the website.

General Terms and Conditions

From time to time, we may offer for sale non-fungible tokens (“Company NFTs”), other digital assets (“Digital Assets”), and/or physical products (collectively, "Company Products") through our website. Our website is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use our website.

In order to participate in the purchase or other receipt of such Company Products, you agree that you will comply with the specific terms and conditions, if any, associated with the respective Company Products in addition to these Terms.

Any payments that you make for Company Products that are processed through third-party partners will be subject to the separate terms and conditions, if any, associated with such third-party partners. You acknowledge and agree that we have no control over these payments or transactions, and that we do not have the ability to reverse any payments or transactions once made.

Auctions

We may also from time to time sell Company Products on our website via one or more auction processes (each, an “Auction”). You agree to abide by all rules and regulations in place for each Auction.

Unless otherwise stated, we will take custody of any funds attached to any Auction bids, and will refund such funds to all bids that fail to win an Auction as soon as reasonably practicable. In the event that you win an Auction, you may redeem the underlying Company Product at a time of your choosing within reason.

Intellectual Property

Our website is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, and graphics on the website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights.

The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms or under an applicable license on our website, no part of the website and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose, without our express prior written permission.

REPRESENTATIONS AND WARRANTIES.

By using the website, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the website through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; (5) you are not a national or resident of any country subject to U.S. sanctions or similar restrictions (currently, Cuba, Iran, Syria, North Korea, and the following regions of Ukraine: Crimea, Donetsk, and Luhansk) and you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or other sanctions lists; and (6) your use of the website will not violate any applicable law or regulation.

COVENANTS AND RESTRICTIONS.

In order to use the website, you agree not to, and you will not permit any third party to, do or attempt to do any of the following without our prior written consent: (1) circumvent, interfere with, disable or disrupt the website or servers or networks connected to the website or any security-related features of the website in any manner, including but not limited to uploading or transmitting (or attempting to upload or transmit) viruses, Trojan horses, or other similar harmful material; (2) violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to those of the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”); (3) attempt to bypass any measures of the website designed to prevent or restrict access to the website, or any portion of the website; (4) use the Company Products to advertise or offer to sell or buy any goods or services for any purpose not specifically authorized herein or under the applicable license agreement; (5) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the website; (6) use any Company Products to further or promote any criminal activity or enterprise or provide instructional information about illegal activities; and (7) use any Company Products to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments.

We are not permitted to engage in any transactions with any person, entity, or country prohibited by applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority. You are not permitted to purchase any Company Products or engage in any transactions with us through the website if any of the foregoing restrictions apply. If you breach this provision, we reserve the right to cancel any transaction or pursue other measures to comply with export control and sanctions laws.

PRIVACY.

You understand that from time to time the Company may collect personal data, including but not limited to identification information and cryptocurrency wallet information. You acknowledge that we may share personal information with third-party service providers who assist in meeting our operational needs. We may also share personal information as required to comply with applicable laws, including OFAC regulations. Company shall not sell personal information to third parties and will take commercially reasonable efforts to safeguard your data. However, we cannot guarantee the security of your personal information due to inherent risks, and Company shall not be held liable for any damages resulting from such risks.

ASSUMPTION OF RISK, DISCLAIMERS, AND LIMITATION OF LIABILITY.

The website is provided on an AS IS and AS AVAILABLE basis. Company makes no warranties, express or implied, regarding the website or the Company Products offered. You agree that your use of the website is at your sole risk. Company disclaims liability for damages arising from the use of the website or Company Products, including direct, indirect, incidental, punitive, and consequential damages.

You acknowledge the risks associated with blockchain-based assets, including price volatility, loss of assets due to technical failures, and regulatory changes. Company is not liable for any issues arising from the use of blockchain technology or third-party services related to NFTs.

INDEMNIFICATION.

To the fullest extent permitted by law, you agree to indemnify and hold harmless the Company and its affiliates from all third-party claims and damages arising from your use of the website, violation of these Terms, or infringement of any third-party rights.

GOVERNING LAW AND DISPUTE RESOLUTION.

These Terms will be governed by Delaware law. Any disputes arising from the website shall be resolved by binding arbitration under the rules of the American Arbitration Association. You agree to waive your right to sue or go to court, and any claims will be resolved individually, not as part of a class action.

MISCELLANEOUS.

These Terms represent the entire agreement between the parties. No oral modifications may change these Terms, and neither party has relied on any representations outside of this agreement. These Terms are binding on the parties' successors and assigns, though you may not assign any rights without Company’s written consent.

If any provision of these Terms is found to be invalid, the remaining provisions will remain in full force.