Terms of Use

1.1 Photo Booths and IRL Photos.

1.1.1 Photo Booths. Photo Booths may be hosted in or made available through other businesses and environments that have additional rules, risks, or hazards. We are not responsible for, and to the fullest extent permitted by applicable law disclaim all liability arising from or related to, any such environmental risks. WITHOUT LIMITING ANYTHING ELSE SET FORTH HEREIN, YOU ASSUME ALL RISKS RELATING TO YOUR OFFLINE ACTIVITIES, INCLUDING USE OF ANY PHOTO BOOTH AND INTERACTIONS WITH OTHER USERS AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT WITH AS A RESULT OF YOUR USE OF THE SERVICES. CHECKPOINT DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM ANY IN-PERSON INTERACTION. IT IS SOLELY YOUR RESPONSIBILITY TO TAKE ALL NECESSARY PRECAUTIONS WHEN INTERACTING WITH OTHER USERS OR ANY OTHER PERSONS. CHECKPOINT HAS NO CONTROL OR RESPONSIBILITY OVER ANY INTERACTIONS, INCLUDING IN CONNECTION WITH YOUR USE OF THE PHOTO BOOTH, THAT TAKE PLACE IN THE REAL WORLD.

1.1.2 IRL Photos are Your Content. When you use a Photo Booth, you acknowledge and agree that any IRL Photos taken by you are Your Content (defined below). If you choose to connect any IRL Photo to the Service or link such IRL Photo to your Account, you do so at your own risk. Photo Booths are made available “AS IS” and “WITH ALL FAULTS”, without representation or warranty of any kind.

1.1.3 Unregistered Booth Use; Booth Photo Visibility. If you use a Photo Booth without linking your IRL Photos to an Account, such IRL Photos are stored privately, are not published on the Services, and may be deleted by Checkpoint at any time after three hundred sixty-five (365) days from capture (or earlier, in Checkpoint’s discretion), and Checkpoint has no obligation to retain them. You may claim IRL Photos by scanning the QR code provided at the time of capture and linking such IRL Photos to your Account. IRL Photos taken on a Photo Booth (whether or not linked to an Account) may be viewed by Checkpoint and by the business hosting or operating that Photo Booth for purposes of operating, monitoring, and improving the Services and the Photo Booth; however, only IRL Photos that the applicable User has elected to make publicly visible on the Services may be exported or otherwise used by such business, subject to the terms of Checkpoint’s agreement with such business.

1.2 Campaigns. Checkpoint may, from time to time, create and administer marketing campaigns (“Campaigns”) that encourage Users to create and post content on third-party social media platforms (e.g., Instagram, TikTok) featuring or promoting locations at which Photo Booths are located. Users who satisfy the applicable eligibility criteria set forth in the Campaign Rules for a given Campaign may submit content to Checkpoint for review (such submitted content, “Submitted Content,” and each such User who submits Submitted Content, a “Participant”). Checkpoint may, in its sole discretion, approve or reject any Submitted Content (such approved Submitted Content, “Approved Content”). Participants with Approved Content may be eligible to receive compensation in Digital Assets, which will be distributed to the Digital Wallet associated with such Participant’s Account. Compensation will be calculated based on the number of views of the Approved Content at the time of submission, at the rate and subject to the terms set forth in the applicable Campaign Rules, including without limitation any minimum view thresholds, per-User caps, and minimum withdrawal amounts. If a Participant wishes to receive compensation for additional views accrued after a prior submission, such Participant must resubmit the applicable content for review. All Campaign compensation is subject to the availability of the applicable Campaign budget; once the budget for a Campaign or applicable period has been exhausted, no further compensation will be distributed regardless of views. You are not entitled to and shall have no vested rights, title, or interest in or to any compensation or Digital Assets in connection with any Campaign unless and until Checkpoint has approved distribution of such compensation to you.

1.2.1 Campaign Rules. Each Campaign will be governed by Campaign Rules made available on the Website, which shall constitute Supplemental Terms under this Agreement. By participating in any Campaign, you acknowledge and agree that the terms of this Agreement and the applicable Campaign Rules apply to your participation. Checkpoint shall determine, in its sole discretion, all terms and conditions of each Campaign, including without limitation eligibility criteria, content requirements, eligible social media platforms, compensation rates, budget allocations, minimum view thresholds, per-User caps, minimum withdrawal amounts, and Campaign duration. Checkpoint reserves the right to modify, suspend, or terminate any Campaign or any Campaign Rules at any time, in its sole discretion, with or without notice to you.

1.2.2 Removal of Campaigns. You acknowledge and agree that Checkpoint has the right to remove, modify, or suspend any Campaign and to delete all Content contained therein from the Services for any reason or for no reason at any time, with or without notice to you.

1.2.3 Campaign Release. By participating in any Campaign, you agree to release and hold harmless Checkpoint, its affiliated companies, and all of their respective officers, directors, employees, agents, and representatives (the “Released Parties”) from all claims, damages, losses, and liabilities arising out of, or in connection with, such Campaign, including without limitation any liability for any injuries, losses, or damages of any kind to persons, including personal injury or death, or property resulting in whole or in part, directly or indirectly, from participation in such Campaign or any Campaign-related activity, or any claims based on publicity rights, defamation, or invasion of privacy.

1.2.4 Appointment as Limited Payments Agent. By participating in any Campaign, you hereby appoint Checkpoint as your limited payments agent for the sole purpose of receiving, holding, and distributing payments due to you in connection with your participation in Campaigns. Checkpoint will process and distribute such payments in Digital Assets to the Digital Wallet associated with your Account, less any amounts owed to Checkpoint, including applicable taxes, fees, and other obligations, and subject to the terms of this Agreement and the applicable Campaign Rules. You agree that payment received by Checkpoint on your behalf from the applicable funding party satisfies such funding party’s obligation to make payment to you, regardless of whether Checkpoint has distributed such payment to you. If Checkpoint does not distribute any such payment to you as described in this Agreement, you will have recourse only against Checkpoint and not the funding party, as payment is deemed made by the funding party to you upon receipt of such payment by Checkpoint.

1.3 Open Source Software. You acknowledge and agree that the Service may use, incorporate or link to certain software made available under an “open-source” or “free” license (“OSS” or “OSS License”, as applicable), and that your use of the Service is subject to, and you agree to comply with, any applicable OSS Licenses. Each item of OSS is licensed under the terms of the end-user license that accompanies such OSS. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS.

1.4 Compatibility Risk. The Services may not be compatible with all forms of cryptocurrency, blockchains, and/or types of transactions, and certain of your Digital Assets may not be compatible with the Services. Whether or not a Digital Asset is then-currently compatible with the Services may change at any time, in Checkpoint’s sole discretion, with or without notice to you.

1.5 Taxes. You are solely responsible (and Checkpoint has no responsibility) for determining what, if any, taxes apply to any transactions involving your Digital Assets.

2.1 Registering Your Account. In order to access certain features of the Services you may be required to register an account on the Website or App (“Account”) and to connect a compatible software-based digital wallet (“Digital Wallet”) to the Account. You may not share your Account or password with anyone, and you agree to notify Checkpoint immediately of any unauthorized use of your password or any other breach of security. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Checkpoint reserves the right to remove or reclaim any Account at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Checkpoint, or if you have been previously banned from any of the Services. In order to access and use certain Services, you may need to connect a Digital Wallet to your Account. When you connect a Digital Wallet, you represent and warrant that you own or have the authority to connect such Digital Wallet.

2.2 Registration Data. When you access or use the Services in any way, you agree to (a) provide true, accurate, current and complete information about yourself as may be prompted by the Services from time to time (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You acknowledge and agree that our obligation to provide you with any Services is conditioned on the Registration Data being accurate and complete at all times during the term of this Agreement. If you provide any information that is untrue, inaccurate, not current or incomplete, or Checkpoint has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Checkpoint has the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services (or any portion thereof). You agree not to use the Services if you have been previously removed by Checkpoint, or if you have been previously banned from any of the Services.

2.3 Eligibility. You represent and warrant that:

2.3.1 You are (i) at least thirteen (13) years old; (ii) of legal age to form a binding contract or, if you are under the age of majority in your jurisdiction, using the Services only with the involvement and consent of your parent or legal guardian, who has reviewed and agreed to this Agreement on your behalf; and (iii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. If you are acting on behalf of a DAO or other entity, whether or not such entity is formally incorporated under the laws of your jurisdiction, you represent and warrant that you have all right and authority necessary to act on behalf of such entity;

2.3.2 None of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into this Agreement; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into this Agreement (or in any affiliate thereof); 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 any 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. There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using cryptocurrency or any other token- or digital asset- trading or blockchain technology related activities;

2.3.3 You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities, and 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 cryptocurrency.

2.4 Digital Wallets. In connection with certain features of the Services you will need to send cryptocurrency assets to or from a Digital Wallet. You represent that you are entitled to use such Digital Wallet. Please note that if a Digital Wallet or associated service becomes unavailable then you should not attempt to use such Digital Wallet in connection with the Services, and we disclaim all liability in connection with the foregoing, including without limitation any inability to access any Digital Assets you have sent to such Digital Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR DIGITAL WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND CHECKPOINT DISCLAIMS ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT OR DIGITAL ASSETS THAT MAY BE DEPLOYED TO THE PROTOCOL BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH DIGITAL WALLETS. When you use the Services in connection with any cryptocurrency or other fungible digital assets (“Digital Assets”), including without limitation by using Digital Assets in connection with the Services, you represent and warrant that (a) you own or have the authority to deploy such Digital Assets; (b) all Digital Assets you deploy, transfer, or otherwise use in connection with our Services have been earned, received, or otherwise acquired by you in compliance with all applicable laws; and (c) no Digital Assets that you deploy, transfer, or use in connection with the Services have been “tumbled” or otherwise undergone any process designed to hide, mask, or obscure the origin or ownership of such Digital Assets.

2.5 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services as applicable. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

3.1 Risk of Financial Loss. WHEN YOU USE THE SERVICES, YOU UNDERSTAND AND ACKNOWLEDGE THAT CHECKPOINT IS NOT A FINANCIAL OR INVESTMENT ADVISOR AND THAT THE SERVICES ENTAIL A RISK OF LOSS AND MAY NOT MEET YOUR NEEDS. The Services provided by Checkpoint rely on third-party blockchains and the rules governing such blockchains, which may not be reliable, consistent or dependent in all scenarios. Checkpoint may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. Checkpoint encourages you to periodically confirm the valuation of your Digital Assets and the accuracy of any graphs, projections, and other information about your Digital Assets through independent sources. Checkpoint does not and cannot make any guarantee that your Digital Assets will not lose value. The prices of cryptocurrency assets, including Digital Assets, can be extremely volatile. Checkpoint makes no warranties as to any blockchain or the markets in which your Digital Assets are staked, transferred, purchased, or traded.

3.2 Cybersecurity Risks. You understand that like any other software, the Services could be at risk of third-party malware, hacks or cybersecurity breaches. You agree that it is your responsibility to monitor your Digital Assets regularly and confirm their proper use and deployment consistent with your intentions.

3.3 Expertise and Experience. You represent and warrant that you (a) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Digital Wallet and any blockchains to which your Digital Assets may be deployed and staked in connection with the Services; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Digital Wallet and any blockchains to which your Digital Assets may be deployed in connection with the Services; (c) know, understand and accept the risks associated with your Digital Wallet and any blockchains to which your Digital Assets may be deployed in connection with the Services; and (d) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. You further agree that Checkpoint will have no responsibility or liability for such risks.

3.4 General Risks of Blockchain Technology. In order to be successfully completed, any transaction involving Digital Assets initiated by or sent to your Digital Wallet must be confirmed by and recorded on the applicable blockchain. Checkpoint has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant blockchain, and Checkpoint does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:

3.4.1 There are risks associated with using Digital Assets, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Digital Wallet; the risks of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable; and the risk that such Digital Assets may fluctuate in value. You accept and acknowledge that Checkpoint will not be responsible for any communication failures, disruptions, errors, distortions, delays or losses you may experience when using blockchain technology, however caused.

3.4.2 The regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies, or new or different interpretations of existing regulations, may materially adversely affect the development of the Services and the value of your Digital Assets.

3.4.3 Checkpoint makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions (including without limitation changes to the rules governing such blockchain) that are unfavorable to your Digital Assets. You acknowledge and accept that the rules governing the operation of a blockchain may be subject to sudden changes which may materially alter such blockchain and affect the value and function of any of your Digital Assets staked on or to that blockchain.

3.4.4 Checkpoint makes no guarantee as to the security of any blockchain or Digital Wallet. Checkpoint is not liable for any hacks, double spending, or any other attacks on a blockchain or Digital Wallet.

3.4.5 Any blockchain may slash or otherwise impose penalties on certain validators (including validators to which your Digital Assets have been deployed) in response to any activity not condoned by such blockchain, whether in accordance with the applicable rules governing such blockchain or otherwise. You acknowledge and agree that Checkpoint shall have no liability in connection with any such slashing or penalties, including any slashing or penalties that result in a loss or depreciation of value of your Digital Assets.

3.4.6 The blockchains on which the Services rely are operated or controlled by and/or dependent on third parties, and Checkpoint is not responsible for their performance nor any risks associated with the use thereof. The functionality of the Services relies on, and Checkpoint makes no guarantee or warranties as to the functionality of or access to, any blockchain, Digital Wallet, or Third-Party Service.

3.4.7 You control your Digital Wallet, and Checkpoint is not responsible for its performance, nor any risks associated with the use thereof.

4.1 License to the Services. Subject to the Agreement, Checkpoint grants you a limited license to access and use the Services solely as described hereunder. Unless otherwise specified by Checkpoint in a separate license, your right to use any and all Services is subject to this Agreement. You acknowledge and agree that nothing set forth herein shall be construed as a sale of any ownership interest in or to the Services or any intellectual property rights associated therewith.

4.2 Updates. You understand that Services are evolving. You acknowledge and agree that Checkpoint may update Services with or without notifying you. You may need to update third-party software from time to time in order to use Services.

4.3 Certain Restrictions. The Services are intended for your internal use only. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Checkpoint; (c) you shall not use any metatags or other “hidden text” using Checkpoint’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Checkpoint, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services may terminate the licenses granted by Checkpoint pursuant to the Agreement.

4.4 Checkpoint Communications. By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. Checkpoint may offer one or more mobile message programs (collectively, the “Message Service”) that allows Users to receive SMS/MMS mobile messages by opting-in such as through online or application-based enrollment forms. Regardless of the opt-in method you use to enroll, you agree that your use of the Message Service is governed by this Agreement. We do not charge for the Message Service, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your account when you text us or we send messages to you. Message and data rates may apply. By enrolling a telephone number in the Message Service, you authorize us to send recurring SMS and MMS mobile messages to the number you specify, and you represent that you are authorized to receive mobile messages at such number. The messages sent through the Message Service may include transactional and operational messages concerning your use of the Service. You agree that these messages may be transmitted using an automatic telephone dialing system (“ATDS”), other automated systems for the selection or dialing of telephone numbers, or different technology. Your consent to receive mobile messages via an ATDS or other automated system for the selection or dialing of numbers is not required (directly or indirectly) as a condition of purchasing any property, goods or services. While you consent to receive messages sent using an ATDS, the foregoing shall not be interpreted to suggest or imply that any or all of our messages are sent using such a system. Message frequency varies. If you do not wish to continue participating in a Message Service program we offer, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message you receive from that program to opt out. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, such as the use of different spellings or the addition of other words or phrases to the command, and agree that we and our service providers will have no liability for failing to honor such requests. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those keyword commands set forth above or orally requesting one of our employees to remove you from our list, is not a reasonable means of opting out. To the extent you subscribe to more than one Message Service program that we operate, you must unsubscribe from each program separately. For Message Service support or assistance, text the HELP keyword in response to any message you receive through the Message Service or email us at the email address listed in Section 16.16. Please note that the use of this email address is not an acceptable method of opting out of Message Service. Opt outs must be submitted in accordance with the procedures set forth above. We may change any short code or telephone number we use to operate the Message Service at any time with notice to you. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we are not responsible for honoring requests made in such messages. The Message Service may not be available in all areas or supported by all carriers or all devices. Check with your carrier for details. Delivery of mobile messages is subject to effective transmission from your wireless carrier/network operator and is outside of our control. We and the wireless carriers supported by the Message Service are not liable for any failed, delayed or undelivered messages. If you decide to change your mobile phone number, you agree to first opt out of each Message Service program in which your number is enrolled. For clarity, you acknowledge and agree that any disputes between you and us related to the Message Service will be governed by this Agreement.

4.5 Third-Party Services. Certain features of the Services may rely on third-party websites, services, technology, or applications accessible or otherwise connected to the Services but not provided by Checkpoint, including without limitation any blockchain on which the Services rely and your Digital Wallet (each, a “Third-Party Service” and, collectively, “Third-Party Services”). Notwithstanding anything to the contrary in these Terms of Use, you acknowledge and agree that (i) Checkpoint shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and (ii) Checkpoint shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond Checkpoint’s control, including without limitation the failure of a blockchain or other Third-Party Service.

4.6 Responsibility for Content. You acknowledge that all data, information, and other content (“Content”), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Checkpoint, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through or in connection with any Services (“Your Content”) and that other Users of the Service, and not Checkpoint, are similarly responsible for all Content that they make available through the Service (“User Content”). Unless expressly agreed to by Checkpoint in writing elsewhere, Checkpoint has no obligation to store any of Your Content. Checkpoint has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service.

5.1 Services. Except with respect to Your Content and User Content, you agree that as between you and Checkpoint, Checkpoint and its suppliers own all rights, title and interest in the Services, including but not limited to, any software, computer code, algorithms, technology, themes, objects, concepts, artwork, animations, sounds, methods of operation, and documentation, as well as all intellectual and proprietary rights related thereto. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.

5.2 Trademarks. Checkpoint’s stylized name and all related graphics, logos, service marks and trade names used on or in connection with any Services, or in connection with the Services, are the trademarks of Checkpoint and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

5.3 Your Content. You grant Checkpoint a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of: (i) operating and providing Services to you and other Users; (ii) improving the Services; and (iii) developing new products and services; (iv) if you have elected to make Your Content publicly visible on the Services (“Public Content”), marketing and promoting the Services and the venue at which the applicable Content was captured, including on social media and in such venue’s own organic marketing materials, and each such venue is an intended third-party beneficiary of, and may exercise, the license granted in this clause (iv) solely with respect to Public Content captured at that venue and subject to the terms of Checkpoint’s agreement with such venue; and (v) featuring Public Content in artistic, editorial, and cultural projects created by or in collaboration with Checkpoint, including books, exhibitions, installations, and documentary works, whether distributed for free or for sale; and you represent that you own or otherwise have all rights in and to Your Content necessary to grant the foregoing licenses. You agree that you, not Checkpoint, are responsible for all of Your Content that you make available on or in Services. When you post Your Content on the Services, you represent that you own or have all rights necessary to grant the foregoing license and that any third-party holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. Any Content posted by you may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Checkpoint in its sole discretion. You may not post any Content that includes another person without that person’s permission.

5.4 License Grant to Other Users. You hereby grant each User of the Services a non-exclusive license to access Your Content through the Services, and to use, reproduce, distribute, display, and perform such Content as permitted through the functionality of the Services and under this Agreement, including without limitation through your participation in any Campaign.

5.5 Deleting Your Content. If the features of the Services allow you to remove or delete Your Content from the Services, the licenses granted by you in Your Content hereunder terminate within a commercially reasonable time after you remove or delete such Content from the Services. Notwithstanding the foregoing, you understand and agree that Checkpoint may retain, but not display, distribute, or perform, server copies of Your Content that have been removed or deleted; provided that in certain cases the above licenses granted by you with respect to such Content will not terminate and such Content may continue to be used, displayed, distributed, and performed indefinitely.

5.6 No Obligation to Pre-Screen Content. Checkpoint may, but is not obligated to, pre-screen, refuse or remove any User Content for any reason, including if User Content violates the Agreement or is otherwise objectionable. Checkpoint has no responsibility or liability for the deletion or accuracy of any User Content. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. You acknowledge and agree that you use the Services with the understanding that, except as described in our Privacy Policy, Checkpoint does not guarantee the security or confidentiality of any transmission of Your Content, including without limitation chat, text, video, or voice communications, and that no transmission over the internet is completely secure. Nothing in this Section limits the access settings you apply to Your Content or Checkpoint’s obligations under the Privacy Policy.

5.7 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Checkpoint through its suggestion, feedback, wiki, discord, forum, or other pages or means (“Feedback”) is at your own risk and that Checkpoint 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 Checkpoint 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 Services and/or Checkpoint’s business.

5.8 Procedure for Making Claims of Copyright Infringement. It is Checkpoint’s policy to terminate membership privileges of any User who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Checkpoint by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Checkpoint’s designated agent for notice of claims of infringement is as follows: Benny Giang, CEO, 660 4TH Street, #657, San Francisco, CA 94107.

7.1 Fees. Access to the Website and certain Services is free. However, Checkpoint reserves the right to charge fees (“Fees”) in connection with your use of certain Services from time to time. All pricing and payment terms for such Fees are as indicated on the Service, and any payment obligations you incur are binding at the time of the applicable transaction. In the event that Checkpoint makes available, and you elect to purchase, any Services in connection with which Checkpoint charges Fees, you agree that you will pay Checkpoint all such Fees at Checkpoint’s then-current standard rates. You agree that all Fees are non-cancellable, non-refundable, and non-recoupable.

7.2 Gas Fees. You are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete any transaction in connection with or effect any other use of the Services. “Gas Fees” are transaction fees determined by market conditions on the applicable blockchain in accordance with the rules governing such blockchain, and are not determined, set, or charged by Checkpoint.

7.3 Taxes. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of the Agreement or the transactions contemplated by the Agreement (other than taxes based on Checkpoint’s net income).

7.4 Promotions. Checkpoint may from time to time make available certain conditional offers, airdrops, promotional prices, or discounted fees (each, a “Promotion”) to new or existing Users of the Services. The rules governing such Promotion will be made available in connection with such Promotion. Checkpoint will determine your eligibility for any Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you.

7.5 Currency. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time 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. Whether a particular cryptocurrency is accepted as a payment method is subject to change at any time in Checkpoint’s sole discretion.

7.6 Payment Processing Services. Checkpoint may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions.

10.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE CHECKPOINT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. THE CHECKPOINT PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL FUNCTION AS INTENDED OR BE SUITABLE FOR YOUR PURPOSES, AND YOU BEAR ALL RISK ASSOCIATED WITH ANY DIGITAL ASSETS THAT YOU USE IN CONNECTION THEREWITH.

10.1.1 THE CHECKPOINT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES WILL BE ACCURATE OR RELIABLE. CHECKPOINT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY BLOCKCHAIN ON WHICH THE SERVICES RELY OR YOUR USE OF THE SAME. THE CHECKPOINT PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL BE FREE OF THIRD PARTY MALWARE, HACKS OR OTHER CYBERSECURITY BREACHES.

10.1.2 WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED OR INCOMPLETE TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR DIGITAL ASSETS. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS THEREFROM.

10.1.3 DIGITAL ASSETS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE APPLICABLE BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE APPLICABLE BLOCKCHAIN. WE DO NOT GUARANTEE THAT CHECKPOINT OR ANY CHECKPOINT PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSETS. WE CANNOT AND DO NOT GUARANTEE THAT ANY DIGITAL ASSETS WILL HAVE OR RETAIN ANY INHERENT VALUE, OR THAT YOU WILL BE ABLE TO SELL, TRANSFER, OR OTHERWISE DISPOSE OF ANY DIGITAL ASSETS RECEIVED THROUGH THE SERVICES.

10.1.4 THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. CHECKPOINT MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

10.1.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CHECKPOINT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

10.2 FROM TIME TO TIME, Checkpoint MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT Checkpoint's SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

10.3 CHECKPOINT IS NOT AN INVESTMENT OR FINANCIAL ADVISOR. NEITHER CHECKPOINT NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES OR ANY DIGITAL WALLET. NEITHER CHECKPOINT NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN “EXPERT” UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER CHECKPOINT NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.

10.4 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE CHECKPOINT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CHECKPOINT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND THIRD-PARTY BLOCKCHAINS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. CHECKPOINT SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND CHECKPOINT’S CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE TRANSFER OF DIGITAL ASSETS ON ANY BLOCKCHAIN IN CONNECTION WITH THE SERVICES.

10.5 No Liability in Connection with Open-Source Software. Notwithstanding anything to the contrary in these Terms of Use, you acknowledge and agree that any software or services you access under the terms of an OSS License is at your own risk, and Checkpoint shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond Checkpoint’s control, including without limitation through your use of any content under the terms of an OSS License.

10.6 No Liability for Third-Party Materials. As a part of the Services, you may have access to materials that are hosted or made available by another party, including User Content. You agree that it is impossible for Checkpoint to monitor such materials and that you access these materials at your own risk.

10.7 No Liability for Blockchain Technology. Checkpoint 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., Digital Wallet, smart contract), blockchains, or any other features of or inherent to blockchain technology. Checkpoint is not responsible for casualties due to developers’ or representatives’ delay or failure to report any issues with any blockchain on which the Services rely, including without limitation forks, technical node issues, or any other issues that result in losses of any sort. Checkpoint is not responsible for any third party’s delay in transferring or failure to transfer any Digital Assets.

11.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL CHECKPOINT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT CHECKPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR USE OF SERVICES OR ANY COMMUNICATIONS, INTERACTIONS OR EXCHANGES WITH OTHER USERS OF SERVICES OR THIRD PARTIES THAT INTERACT WITH THE SERVICES, ON ANY THEORY OF LIABILITY, INCLUDING ANY SUCH DAMAGES RESULTING FROM: (a) LOSS OR DIMINISHMENT IN VALUE OF DIGITAL ASSETS, (b) THE USE OR INABILITY TO USE SERVICES; (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY BLOCKCHAIN ON WHICH THE SERVICES RELY; OR (f) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A CHECKPOINT PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A CHECKPOINT PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A CHECKPOINT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, CHECKPOINT PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES WHERE SUCH REMEDY OR PENALTY CANNOT BE WAIVED OR REDUCED PURSUANT TO THIS AGREEMENT. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A CHECKPOINT PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A CHECKPOINT PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A CHECKPOINT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.3 User Content. CHECKPOINT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

11.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHECKPOINT AND YOU.

13.1 Term. The Agreement commences on the date when you accept the Agreement (as described in the preamble above) and remains in full force and effect while you use Services, unless terminated earlier in accordance with the Agreement.

13.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement.

13.3 Termination of Services by Checkpoint. Checkpoint reserves the right to terminate this Agreement and your access to the Services at any time, for any or for no reason, with or without notice to you.

13.4 Termination of Services by You. If you want to terminate the Services provided by Checkpoint, you may do so by (a) notifying Checkpoint at any time and (b) ceasing all further use of the Services. Your notice should be sent, in writing, to Checkpoint at the contact information set forth in Section 16.16.

13.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include deletion of Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. Termination of this Agreement may also result in your inability to receive any future compensation or Digital Assets in connection with any Campaign. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Checkpoint will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification and limitation of liability.

13.6 No Subsequent Registration. If your ability to access the Services is discontinued by Checkpoint due to your violation of any portion of the Agreement, then you agree that you shall not attempt to re-register with or access the Services, and you acknowledge that you will not be entitled to receive a refund for any Fees related to those Services to which your access has been terminated.

15.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Checkpoint agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or this Agreement and prior versions of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Checkpoint may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Checkpoint 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). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that were not noticed at the time you first became subject to this Agreement but that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

15.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Checkpoint. If that occurs, Checkpoint is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Checkpoint agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Checkpoint agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Checkpoint should be sent by email to the email listed in Section 16.16. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. Checkpoint will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Checkpoint representative).

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

15.3 Waiver of Trial in Front of Judge or Jury. YOU AND CHECKPOINT 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 Checkpoint are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

15.4 Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 15.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 15.4, are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Checkpoint agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts located in New York City, New York. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This Section 15.4 does not prevent you or Checkpoint from participating in a class-wide or mass settlement of claims.

15.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration (defined below), and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, or after completion of the Informal Dispute Resolution Conference, if requested, you and Checkpoint agree that either party shall have the right to finally resolve the Dispute through binding arbitration.

The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the Account username (if applicable), as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Checkpoint should be sent by email to the email listed in Section 16.16. Checkpoint will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).

Unless you and Checkpoint otherwise agree, or the Batch Arbitration process discussed in Section 15.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the city where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”).

You and Checkpoint agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

You and Checkpoint agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

15.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section 15.9 is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

15.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding Section 15.4, including any claim that all or part of Section 15.4 is unenforceable, illegal, void or voidable, or that Section 15.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. 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 award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

15.8 Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or Checkpoint need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.

15.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Checkpoint agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Checkpoint by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Checkpoint.

You and Checkpoint agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

15.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the email listed in Section 16.16, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out Notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Checkpoint’s rights. 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 arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

15.11 Invalidity, Expiration. Except as provided in Section 15.4, if any part or parts of this Arbitration Agreement (other than Section 15.9) 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. However, if Section 15.9 is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in New York City, New York. You further agree that any Dispute that you have with Checkpoint as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. You and Checkpoint agree that any Dispute must commence within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

15.12 Modification. You and we agree that Checkpoint retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on the Services, and you should check for updates regularly. Notwithstanding any provision in this Agreement to the contrary, we agree that if Checkpoint makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Checkpoint will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

16.1 Independent Contractors. The relationship of Checkpoint and you under this Agreement is that of independent contractors. Notwithstanding anything else set forth herein, neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. Your use of the Services shall not imply, suggest, or otherwise attempt to create an employment relationship between Checkpoint and you.

16.2 Electronic Communications. The communications between you and Checkpoint may take place via electronic means, whether you visit Services or send Checkpoint e-mails, or whether Checkpoint posts notices on Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Checkpoint in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Checkpoint provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

16.3 Release. You hereby release the Checkpoint Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that are either directly or indirectly related to or arise from your use of Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Services.

16.4 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Checkpoint’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

16.5 Force Majeure. Checkpoint shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.6 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Services, please contact us at the email address located in Section 16.16. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16.7 Disclosures. Checkpoint is located at the address in Section 16.16. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Products 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.

16.8 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Checkpoint agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the courts of New York City, New York.

16.9 Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

16.10 Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.

16.11 Notice. Where Checkpoint requires that you provide an e-mail address, you are responsible for providing Checkpoint with your most current e-mail address. In the event that the last e-mail address you provided to Checkpoint is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, Checkpoint’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Checkpoint at the email address or mailing address listed in Section 16.16. Such notice shall be deemed given when received by Checkpoint via e-mail or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the address listed in Section 16.16.

16.12 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.13 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

16.14 Export Control. You may not use, export, import, or transfer Services except as authorized by the laws of the jurisdiction in which you obtained Services, and any other applicable laws.

16.15 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

16.16 Contact Information. Mailing Address: Future Primitive, Inc., 660 4th Street, #657, San Francisco, CA 94107

Email Address: legal@findcheckpoint.com