Last revised: April 15, 2024

These NFT Terms of Sale and User License (“Terms”) as well as the general Site terms of use located at https://veefriends.com/terms-of-use (the “VeeFriends Terms of Use”) apply to your purchase, sale and display of Vee Friend non-fungible tokens (“VFNFTs”). Some purchases of VFNFTs may include special experience opportunities. Please view terms regarding such experiences here (“Experience Terms”) or enable your use of interactive services. Please view terms regarding such services here . To the extent there is a conflict between these Terms and any other terms on this Site, these Terms control.

These Terms are entered into between you and Vee Friends, LLC (“Company,” “we,” or “us”). These Terms expressly incorporate any other documents referenced herein (such as our Terms of Use and Privacy Policy ).

1. Reviewing and Accepting These Terms

Please read these Terms carefully, as they set out your rights and responsibilities when you buy VFNFTs (the “Services”). When each VFNFT is sold for the first time, the agreement for sale is between the Company and the initial purchaser. If the initial purchaser decides to sell the VFNFT through this Site, then this Site serves only as a platform that facilitates transactions between a buyer and a seller and the Company is not a party to any agreement between such buyer and seller of VFNFTs or between any other users.

All VFNFTs are stored on and accessible through the Ethereum blockchain. As such, the Company does not maintain the VFNFTs on this Site and, aside from transferring control of the VFNFT to the initial purchaser of the VFNFT, the Company has no control over the transfer, storage, ownership or maintenance of the VFNFT.

When you connect your cryptocurrency wallet to the Site using a trusted service provide such as MetaMask or Wallet Connect, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site.

We reserve the right to change or modify these Terms at any time and in our sole discretion. You agree and understand that by accessing or using the Site following any change to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference.

Review the Terms each time you access the Site to ensure that you understand how the Terms apply to your activities on the Site.

2. Linking Your Cryptocurrency Wallet

When you link your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of VFNFTs and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of your cryptocurrency wallet nor for any unauthorized access to or use of your cryptocurrency wallet. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to this Site, please notify us immediately.

3. Terms of Sale

By placing an order for a VFNFT on the Site, via a third-party marketplace or via an aggregated third-party marketplace hosted on the Site, you agree that you are submitting a binding offer to purchase an VFNFT or other Service. If you are the initial purchaser of a VFNFT or you are purchasing a Service, then all amounts due are to be paid to VeeFriends, LLC. If you are not the initial purchaser of a VFNFT, then amounts may be paid to the-then holder of the VFNFT. You also acknowledge and agree that Company receives 10% of every subsequent sale of a VFNFT (“Royalty”). For example, if you are the initial purchaser, and you sell a VFNFT for $100 to a subsequent purchaser, $10 will automatically be transferred to Company and you will receive $90. Company has the right collect Royalties for VFNFT sales in perpetuity and may use those funds in any manner Company sees fit. Notwithstanding the foregoing, the Company has committed to donate 1% of all Royalties Company receives annually to a charity of Company’s choosing. The Company may make such payment at such time as it desires.

As such, if you sell a VFNFT on a third-party NFT marketplace, you agree to include a statement substantially similar to the following in the description of the NFT:

“10% Royalty Applies. See VeeFriends Terms for details.”

In addition, when you buy or sell a VFNFT on this Site, you agree to pay all applicable fees associated with the transaction and you authorize Us to automatically charge and collect such fees from your payment. We will always display a breakdown of any transaction or other fees prior to your purchase or sale of a VFNFT.

No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

4. Intellectual Property

With respect to the VFNFTs, each purchaser of a VFNFT is granted an exclusive, limited license to such VFNFT and its content to access, use, or store such VFNFT and its content solely for their personal, non-commercial purposes. VFNFTs are a limited-edition digital creation based upon content that may be trademarked and/or copyrighted by Company. Unless otherwise specified, your purchase of a VFNFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the VFNFT or its content for any commercial purpose. You further agree that you are not receiving any copyright interest in the VFNFT or its content, and indeed, you agree that Company may sell, license, modify, display, broadcast and create derivative works based upon your VFNFT or its content. Any commercial exploitation of the VFNFT could subject you to claims of copyright infringement. If you sell a VFNFT through the Site, you agree that you will not have any claims against us for any breach of these Terms by a purchaser. If you purchase a VFNFT on the Site, you hereby agree to hold us and the seller of such VFNFT harmless from and against any and all violations or breaches of these Terms.

If you are unsure whether a contemplated use of the Site Content or a VFNFT and its content would violate these Terms, please contact us at  Contact@veefriends.com

You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Site, VFNFTs, Experience platforms or related technology or any of the Services or related products by any means whatsoever, directly or indirectly, or disclose any of the foregoing. Any information supplied by us or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is similar to the expression of the foregoing.

5. Taxes:

We are not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that may apply to transactions on this Site. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, amounts due on this Site are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”). This means that Sales Taxes become your sole responsibility. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.

6. Modifications

You agree and understand that we may modify part or all of this Site or the Services without notice, and that we may update these Terms and any other document incorporated by reference therein at any time.

7. Risks

Please note the following risks in accessing, purchasing, selling or using VFNFTs: The price and liquidity of blockchain assets, including VFNFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect VFNFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of VFNFTs. VFNFTs are not legal tender and are not backed by any government. Transactions in VFNFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in VFNFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of VFNFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for VFNFTs, which may result in the potential for permanent and total loss of value of a particular VFNFT should the market for that VFNFT disappear.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding VFNFTs, including the suitability and appropriateness of, and investment strategies for, VFNFTs. You agree and understand that you access and use this Site at your own risk; however, this brief statement does not disclose all of the risks associated with VFNFTs and other digital assets. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using VFNFTs, however caused.

8. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY VEE FRIENDS, LLC, THE SITE AND ANY SITE CONTENT CONTAINED THEREIN, AND ANY AND ALL VFNFTS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. VEE FRIENDS (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

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 SITE. VEE FRIENDS DOES NOT REPRESENT OR WARRANT THAT SITE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND SITE CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE, SITE CONTENT, ANY VFNFTS LISTED ON OUR SITE 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 LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF VFNFTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR VFNFTS.

VFNFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT VEE FRIENDS, LLC OR ANY VEE FRIENDS, LLC PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY VFNFT .

We are not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the VFNFTs. VeeFriends, LLC is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting VFNFTs including forks, technical node issues or any other issues having fund losses as a result.

Nothing in these Terms 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 by legitimate means.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VEE FRIENDS, LLC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, SITE CONTENT, THE SERVICES OR THIRD PARTY SITES AND PRODUCTS, 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, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF VEE FRIENDS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, SITE CONTENT, THE SERVICES OR THIRD PARTY SITES AND PRODUCTS ARE 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 VEE FRIENDS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, SITE CONTENT, VFNFTS, OR ANY SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU HAVE PAID TO VEE FRIENDS, LLC FOR THE SERVICES IN THE LAST TWELVE MONTHS OUT OF WHICH LIABILITY AROSE.

10. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless VeeFriends, LLC, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “VeeFriends Parties”), 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 pursuing indemnification and insurance), of every kind and nature whatsoever, 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 Site, Site Content, or VFNFTs, (c) your violation of these Terms, (c) your violation of the rights of a third party, including another user and (e) your failure to pay any Taxes or Sales Taxes in connection with your transactions on this Site or to provide us with a properly executed tax form described in Section 8. You agree to promptly notify us of any third party Claims and cooperate with the Vee Friend Parties in defending such Claims. You further agree that the Vee Friend Parties 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 WRITTEN AGREEMENT BETWEEN YOU AND US.

11. Severability

If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.

12. Entire Agreement

These Terms comprise the entire agreement between you and us relating to your access to and use of any VFNFTs you have purchased, and supersede any and all prior discussions agreements, and understandings of any kind. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.