Welcome to Dapper! These Terms of Use constitute a legally binding agreement between you (“you”, “your” or “User”) and Dapper Labs Inc. (“Dapper”, “we”, “us” or “our”). These Terms, the Dapper Privacy Notice, and anything we reference herein, are what we collectively refer to as the Agreement.

This Agreement sets out your rights and responsibilities when you use any Services provided by Dapper, described in detail below. By accessing, using or attempting to access or use any of Dapper’s Services you acknowledge and agree that you have read, understood and accepted this Agreement. If you do not agree, you may not access or use the Services.

We may amend this Agreement at any time without advance notice by posting a revised version of this Agreement to the site. Each time you use the Services, you agree to be bound by the version of the Agreement in effect at the time of your use. Your continued use of the Services after the posting of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with any modification, your sole and exclusive remedy is to terminate your use of the Services.

PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS THE ARBITRATION AGREEMENT DOES NOT APPLY TO YOU: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

A. Risk – Non-Fungable Tokens (NFTs)

User acknowledges that NFTs are digital collectibles with no intrinsic value, and their value is subjective. Prices of NFTs are volatile and can fluctuate significantly. You understand and accept this subjectivity and volatility, recognizing that any NFT you purchase may lose value.

Dapper does not provide investment, tax, or legal advice. You are solely responsible for determining whether any transaction is appropriate based on your personal objectives and financial circumstances. While Dapper may offer educational information about NFTs and Tokens—such as blog posts, articles, links to third-party content, news feeds, tutorials, and videos—this information does not constitute financial, investment, or trading advice, and you should not treat it as such. Dapper is not responsible for any decisions you make to buy, sell, or hold NFTs.

You expressly acknowledge and agree that your Account is not an investment account, and Dapper shall have no liability for the freezing or termination of an Account.

There are inherent risks associated with NFTs and the use of Dapper's services, including, but not limited to, hardware, software, or internet failures, malicious software, and unauthorized access to your Account or NFT Wallets. It is your responsibility to understand these risks and familiarize yourself with NFT protocols and networks. Dapper is not responsible for any communication failures, disruptions, errors, distortions, or delays that may occur while using the services.

As noted, NFTs have no inherent value, and neither Dapper nor any third party guarantees that an NFT will have any specific value. Transactions may take time to confirm or may fail, particularly if you provide incorrect or incomplete addresses or if you send NFTs to unsupported wallets. In such cases, the NFTs are likely lost and not recoverable, and Dapper will not be liable for these losses.

If a dollar value is posted for an NFT in your Hosted Wallet, it does not represent the actual or projected value of the asset. It merely reflects potential value ascribed by another user or third-party content for general information. You are responsible for independently determining the value of your NFTs without relying on Dapper's services. Dapper is not offering to purchase or sell NFTs under this Agreement, and you agree not to claim that any NFT has more than nominal value.

You also understand and accept the risks associated with using any NFT network, including Approved Networks. These risks may include unanticipated changes to network protocols, unknown vulnerabilities, forks, or rollbacks. Dapper has no control over Approved Networks and is not responsible for any losses you may incur when transacting on these networks.

B. Dapper Regulatory Status

Dapper provides a hosted NFT Wallet service (“Service” or “Services”) and is integrated with third parties who provide payment processing and fiat, cryptocurrency, and stablecoin custodial services directly to Users.

Dapper is not registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) or U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN) as a money services business.

Dapper is not a bank. There is no FDIC insurance on Hosted Wallet NFTs. User acknowledges that NFTs have no intrinsic value. Fiat, cryptocurrency, and stablecoin balances, if any, are not held by Dapper.

The Services may be unavailable or subject to certain restrictions in certain states or jurisdictions at the sole discretion of Dapper without prior notice to you and without your consent.

C. Payment Processing

As part of our Platform, Dapper facilitates the checkout process for certain NFT sites by integrating with third-party payment processors. Users making purchases on these NFT sites where Dapper provides the checkout experience agree to the terms and conditions of those third-party providers.

Cryptocurrency payments accepted as part of the Dapper checkout experience are processed by Toshi Holdings Pte. Ltd., also known as Coinbase Commerce. Their Terms of Service are available at Coinbase Commerce Terms of Service.

Credit card, Apple Pay, and PayPal payments are processed by checkout.com. The terms of service for checkout.com can be found at Legal terms, conditions and privacy policies - Checkout.com and the PayPal terms of service can be found at PAYPAL USER AGREEMENT.

Withdrawals and offramping of funds using ACH, Wire, and SWIFT are processed by Fortress Trust. The terms of use for Fortress Trust can be found at Fortress Terms of Use.

Dapper does not process payments, refunds, returns, or chargebacks, and does not take possession of fiat or stablecoins deposited during transactions. All user rights and obligations regarding payment processing are governed by the relevant third-party providers’ terms of service referenced above. Users are also subject to additional terms, including Privacy Policies, from those third parties.

By using the Platform, you authorize Dapper to act as your agent for sending and receiving user data to and from third-party service providers, including, but not limited to, instructions to initiate fiat or stablecoin transactions.

Users are responsible for any fees charged by third-party service providers. Unless otherwise specified in your Account, the fees for Dapper’s services do not include fees that may apply under third-party service agreements.

D. Summary of Important Disclaimers

1. Non-Fungable Tokens (NFTs) are digital collectibles with no intrinsic value.
2. Dapper is not a payment processor, money transmitter, or bank.
3. Fiat and crypto services are provided by third-party partners (HIFI Bridge, Coinbase Commerce).
4. Transactions may be irreversible and are subject to delay or cancellation.
5. Use of the Services is at your own risk and governed by this Agreement

Provision of any Service requires a User to create a unique account to serve as a record of your acceptance of this Agreement, your use of the Services, and your transactions (“Account”). An NFT is a one-of-a-kind, non-fungible, cryptographic token representing a unique digital asset for which there is no copy or substitute. An NFT cannot be substituted for another NFT as each NFT is distinctive and unique in some way. An NFT is not a medium of exchange and not a convertible virtual currency.

A User is prohibited from accessing or using the Services or creating an Account unless the User: (i) has accepted this Agreement; (ii) is located and domiciled in an Approved Region; (iii) is eighteen (18) years of age or older; (iv) is not a Prohibited User (as defined below); and (v) is not otherwise prohibited from using the Services.

Users may not sell or transfer ownership of their account or provide access and/or control to others to their account

We reserve the right to suspend or terminate your account at our discretion, without notice and without liability. Your account may be suspended or terminated if you violate these terms, violate the law, or engage in behavior that harms our service. We may also suspend or terminate your account in order to comply with a legal requirement or a court order.

It is prohibited for a User to have more than one Account. Dapper reserves the right, in its sole discretion, to determine whether a User has or controls more than one Account and reserves the right to suspend any Account that is in addition to the one Account permitted per User. Should Dapper determine that a User, directly or indirectly, holds or controls more than one Account, all of said User Accounts, including User’s original Account, may be frozen pending investigation and the Accounts may also be terminated once Dapper has completed its investigation. If, after investigation and upon request by User, Dapper permits User to consolidate Accounts, such consolidation must be completed within 15 days of Dapper granting permission failing which the Accounts may again be frozen or terminated. When an Account is frozen, the User may be prohibited from performing any and all transactions via the Account.

As part of its Services, Dapper shall grant User a unique digital Account to access the Services and act as a record of Transactions. User will create and use a password to access the Account. Dapper may also provide User with access tokens for the Account. User shall not disclose such password or tokens or permit any third party to use them. User has full responsibility for use of their Account, password, and tokens. User will be given the ability to adjust Settings in the Account, which selected Settings are incorporated into this Agreement. User is exclusively responsible for those selections, even if they contain errors on the part of the User or cause losses to the User. User is exclusively responsible for all Transactions in the Account. Except as required to deliver the Services or as required by law, Dapper will not grant any third-party access to the User’s Account.

User must, when and as requested, supply Dapper with additional User KYC Information based on the Services User elects to use. User KYC Information includes information requested by Dapper or provided by User in relation to the initial establishment of the Account or the subsequent operation of the Account and includes, but is not limited to, User name, address, email address, date of birth, government-issued photo identification, taxpayer identification number, government identification number, bank or other payment account information, IP address, a photo or video of the User, Device Fingerprint such as, but not limited to MAC address of User Device, payment account information (e.g. credit card) and User NFT Wallet information. User represents that all User KYC Information provided is true and accurate and shall immediately update such information in the Account or by notice to Dapper if any of it changes. To update User KYC Information please contact our customer support team. Dapper reserves the right to terminate this Agreement or suspend performance hereunder immediately on determining that any User KYC Information is false, inaccurate, misleading or out of date.

User shall immediately notify Dapper Support if User suspects any unauthorized use or access of the Account or otherwise suspects any security breaches or attempted security breaches in the Services, Account, a User Device, any NFT Wallet or those of any Other User.

User assumes exclusive responsibility for all transactions and other activities that occur in User’s Account and through the Services and accepts all risks of any unauthorized access to User’s Account, to the maximum extent permitted by law.

Dapper may, but is not obligated to, offer or require enhanced security features for the Account, such as two-factor authentication. For any enhanced security features, User shall ensure the security of User’s Device or account (e.g. phone) that may be associated with the enhanced security features. Any mention of, or linking to, third parties by Dapper that provide such security features (“2FA Provider”) is offered as a convenience and shall not be considered an endorsement or requirement of Dapper to use such 2FA Provider.

The use of a VPN to access an Account or the Services is highly discouraged. Use of a VPN may make it more difficult for a User to access their Account or the Services. Use of a VPN by a User entitles Dapper, without limitation, to freeze or terminate the User Account accessed via VPN.

The Services include the right, subject to the terms of this Agreement, to:

1. Use the Site to access the Account and Services;
2. Use an Account, described in greater detail above;
3. Use a Hosted Wallet, described in greater detail below;
4. Cause Dapper to send and receive User Data to and from third party service providers.

The Hosted Wallet is the Dapper hosted custodial service where users can hold or transfer NFTs. An External Wallet is a NFT Wallet owned by you or a third party and from which Dapper is not capable of initiating any Transaction.

A. Hosted Wallet Transfers

The Hosted Wallet permits the User to generate one or more addresses through the Account to which User may transfer NFTs to and from an External Wallet. User may be required to verify that they control the External Wallet prior to Dapper accepting or allowing User to send or receive NFTs. Transfers to the Hosted Wallet may not be immediately available for use in the Services; they may be subject to delays on the Approved Network, holds imposed to reduce fraud or other risks, or other limitations pursuant to Dapper’s internal anti-money laundering controls or otherwise. User must not transfer NFTs that are not supported by Dapper to a Hosted Wallet, as indicated in the Services and the Account. If User transfers any NFTs that are not supported by Dapper to a Hosted Wallet, such NFTs may be permanently lost; a loss for which Dapper shall not be liable. NFTs in a Hosted Wallet can only be used in connection with Services and not for any transactions outside of the Services. If User wishes to use their NFTs for activities other than the Services, User must first transfer them to an External Wallet.

B. Hosted Wallet NFT Contents

As and when User transfers NFTs into the Hosted Wallet, the Service shall indicate the presence of each NFT in the Hosted Wallet. Dapper holds Hosted Wallet NFTs.

C. Hosted Wallet NFT Transfers

Where a transfer feature is available, on instructions from User through the Account, Dapper shall transfer the User-specified NFT from the Hosted Wallet to an External Wallet specified by the User. The Hosted Wallet will also be debited when User initiates an Exchange transaction that includes a debit of the User-specified NFT. As discussed below in this Agreement, Dapper shall automatically debit User PSW (Payments and Stablecoin Wallet) for the amount of Fees owing under this Agreement. Dapper shall also freeze or debit the Hosted Wallet where it is required to do so by applicable law, to prevent fraud, protect security or where Dapper believes that freezing a given NFT or Transaction is necessary. Without limitation, Dapper may apply a cooling-off period for NFTs such that they cannot be withdrawn from the Hosted Wallet before a period of time determined by Dapper, in its sole and absolute discretion. User represents below that they are not purchasing NFTs for investment purposes nor as a conduit to obtaining other Assets, therefore a freeze on the Hosted Wallet shall not be the basis of a claim by User for economic or other losses. Fees may apply to deposit or withdrawals of NFTs and as otherwise set forth herein or in the Account. Dapper reserves the right to impose delays, limitations, additional security features and other controls on Hosted Wallets at its sole and absolute discretion.

Dapper does not assume any liability with respect to any External Wallet. User must familiarize themselves with the terms of use, technology and security protocols of any External Wallet (e.g. saving private keys in a safe place etc.). External Wallets may levy fees on User for transactions; Dapper is not liable for any such fees. If an External Wallet rejects NFTs sent to it from the Hosted Wallet, Dapper shall not be liable for any losses related thereto.

User represents to Dapper that any External Wallet used by User to send NFTs to the Hosted Wallet or to withdraw NFTs from the Hosted Wallet is owned and controlled exclusively and directly by User and no other Person. Dapper reserves the right to put a hold on funds from an External Wallet or block the use of an External Wallet for withdrawals from the Hosted Wallet where Dapper is not satisfied, in its sole discretion, that the foregoing representation is true. Acceptance by Dapper of NFTs from an External Wallet or permitting withdrawals to one does not constitute Dapper confirmation as to legal title therein. On request by Dapper, User shall provide External Wallet addresses for each NFT held in the Hosted Wallet so that Dapper can, if either requested by User or otherwise necessary under the terms of this Agreement, return all NFTs of the User to such External Wallets.

Account Linking & NFT Attachments

Overview of Account Linking

Our wallet service now offers a feature called "Account Linking," which allows users to link an external wallet to their existing Hosted Wallet ("Child Wallet"). For the purposes of this section (V.E.) the external wallet will be referred to as the “Parent Wallet” and the Hosted Wallet will be referred to as the “Child Wallet”. After successfully linking accounts, The Parent Wallet will have control over the Child Wallet, including the ability to initiate transactions, transfer assets, and manage the contents of the Child Wallet. To remove the link, the Child Account must unlink the Child Wallet from the Parent Wallet.

Disclaimers and Limitations of Liability

Losses Due to Account Linking

You agree to only link external accounts that you have legal ownership or access to. By enabling Account Linking, you acknowledge and agree that we are not liable for any losses or damages that may result from the use of this feature. This includes, but is not limited to, losses arising from accidental transfers, unauthorized access, account takeovers, or any other security breach involving the Parent Wallet or the Child Wallet.

Illicit or Illegal Content

The Parent Wallet may have the ability to transfer Non-Fungible Tokens (NFTs) to the Child Wallet. We disclaim any responsibility for NFTs added to the Child Wallet by the Parent Wallet that violate our terms of service, including NFTs that are illicit, illegal, or otherwise non-compliant with our policies.

Prohibited Actions and Content

Prohibited Attachments

NFTs may include attachments. You are expressly forbidden from adding NFTs with attachments to the Child Wallet that:

1. Violate any applicable sanctions laws globally.
2. Contain any materials, items, or assets that are illegal under applicable law.
3. Contain viruses, malware, ransomware, adware, spyware, worms, or other harmful programs or code.
4. Include stolen goods or any other illegal items.
5. Breach any other laws, regulations, or our terms of service.

Enforcement and Seizure Rights

We reserve the right, at our sole discretion, to seize and remove any NFTs and attachments from the Child Wallet that violate the above restrictions. In the event of such a violation, we also reserve the right to freeze the Child Wallet and terminate your account with us.

Termination of Account Linking

If we determine, at our sole discretion, that you or the Parent Wallet has violated these terms or any other part of our terms of service, we may immediately freeze the Child Wallet and terminate your account and prohibit further use of our services.

Indemnification

You agree to indemnify, defend, and hold harmless our company, its affiliates, and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any violation of these terms, including the misuse of the Account Linking feature by you or the Parent Wallet.

As part of our Platform, Dapper facilitates users to hold a balance (“Dapper Balance”) by integrating with HiFi Bridge Inc ("HIFI"), a third party wallet service provider . Users holding a Dapper Balance receive their prepaid services from HIFI and are therefore subject to HIFI’s user agreement located at https://www.hifibridge.com/terms-conditions.

User understands that Dapper Balance is held by HIFI in USDC stablecoin. For User’s convenience, Dapper’s technical platform may provide the value of the currency in US Dollars, however, neither HIFI nor Dapper holds User funds in US Dollars.

User understands that Dapper does not take possession of fiat, stablecoin, or cryptocurrency deposited therein. All User rights and privileges with respect to the Dapper Balance are set out in HIFI’s User Agreement. Dapper has no liability for fiat, cryptocurrency, or stablecoin transactions.

Loading Funds

If User wishes to add funds to the Dapper Balance, Dapper provides a technical interface that enables User to send instructions to the payment service provider to acquire and send funds to HIFI.

User’s Dapper Balance

Dapper provides the technical interface to enable Users to check their Dapper Balance held by HIFI.

Funds Withdraw

If User wishes to withdraw funds from Dapper Balance, Dapper provides the technical interface for Users to request HIFI enable the withdrawal to Users linked account. HIFI may impose certain limits, holds or other controls as defined in those terms.

The Services allow Users to engage in a variety of transactions.

Transactions are subject to the following rules and disclaimers, without limitation:

1. You represent that you are using NFTs primarily as objects of play and not for investment or speculative purposes;
2. You represent that you are not using NFTs or the Hosted Wallet as a means to acquire other Assets;
3. You are prohibited from using a Bot or other automated interface to deliver transaction instructions to Dapper for nefarious, illegitimate, or illegal purposes, as determined solely by Us.
4. Dapper does not control any Approved Network and makes no representations to its ability to complete a given transaction;
5. Dapper does not take possession of any Fiat or Stablecoin and makes no representations as to the PSW Provider’s ability to store or fulfill transactions;
6. Dapper shall have no liability if a transaction is delayed or fails on account of errors, lack of processing capacity or other failure of an Approved Network, or PSW Provider;
7. Dapper does not control External Wallets, External PSWs, or User PSWs and shall have no liability to User for their failures, fees and other risks associated with User use of the same;
8. Dapper reserves the right to impose, in its sole discretion, User, geographic, quantum, velocity, Fiat, Stablecoin, NFT kind and other limits on transactions in order to protect User, Other Users, Dapper and its suppliers from legal, fraud, security or other risks without prior notice or consent of User;
9. Without prior notice or consent of User, Dapper reserves the right to impose, in its sole discretion, restrictions on transactions;
10. Transactions may be subject to a cooling off period, including time limitations set in Dapper’s sole discretion including but not limited to when NFTs or any other Asset appear to have been gifted to to or from User;
11. Dapper is not required to reverse any transaction, even if it is technically feasible to do so. Dapper bears no responsibility or liability for transactions initiated by User that contain incorrect, erroneous or improperly formatted User Data or are intended for a different type or destination of NFT, External Wallet, or PSW Provider;
12. All transactions are final;
13. User has the exclusive responsibility to ensure that their transactions are carried out: (i) in compliance with Dapper requirements set out herein and in the Account; (ii) in compliance with any applicable Third Party Servicer or NFT requirements; (iii) using addresses and information that are true, correct, and free of error; and (iv) in compliance with the User PSW Agreement, and any other applicable Third Party Servicer Agreement;
14. Dapper reserves the right to apply certain time delays and time restrictions on withdrawal from Hosted Wallets, NFT Wallets and to cause the PSW Provider to apply the same restrictions on User PSWs, at the sole and absolute discretion of Dapper; and
15. Dapper reserves the right, in its sole discretion, to prohibit transactions from or to any External Wallet or External PSW in order to reduce the risk of fraud, security breaches, or other risks and also to comply with applicable law.

Dapper may deem any transaction performed in violation of any of the foregoing to be void ab initio.

If you fail to adhere to the terms of this Agreement (including, without limitation, the foregoing rules), you understand and agree as follows: (i) that such failure may result in the permanent loss of your NFTs or Dapper Balance (for which Dapper shall have no liability); and (ii) that Dapper reserves the right to confiscate any NFTs or Dapper Balance purchased or acquired in a manner not expressly permitted by this Agreement, without notice or liability to you.

On sign-up for the Services and at other times throughout the term of this Agreement, as a condition to accessing the Services, User shall provide User KYC Information to Dapper for purposes of verifying User identity, implementing the requirements of Dapper’s internal anti-money laundering controls and monitoring the User, Account and transactions for suspicious activity. These identity verifications and screening procedures may include, but are not limited to, detection of money laundering, terrorist financing, fraud, or any other financial crime, checking the information you provide against anti-money laundering and anti-terrorism financing lists, pursuant to subsection 83.05(1) of the Canadian Criminal Code (the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and United Nations Al-Qaida and Taliban Regulations) or Specially Designated Nationals and Blocked Persons list maintained by the United States Department of the Treasury Office of Foreign Assets Control (OFAC), the United States Department of Commerce Denied Persons list, or any other similar list issued by any United States governmental authority or any other Regulator having jurisdiction under applicable law prohibiting or limiting business activities with any person.

User authorizes Dapper to, directly or through third parties, make inquiries and take any other actions Dapper deems reasonably necessary to verify User identity, and the information User has provided. User acknowledges and agrees that such inquiries will result in User KYC Information being disclosed to credit reference and fraud prevention or financial crime agencies and services. Where Dapper is not entirely satisfied that it has verified User identity, it reserves the right to limit User access to some or all Services.

User consents to Dapper collecting, storing, processing and disclosing User KYC Information and other User Data as required to perform the Services and in accordance with the Privacy Policy and Dapper’s internal anti-money laundering controls.

A. Prohibited Users

The following Persons are prohibited from using the Services (each, a “Prohibited User”):

1. Persons who appear on the United States Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN), United States Commerce Department’s Denied Persons or other similar lists;
2. Persons who are nationals or residents of Cuba, Iran, North Korea, Sudan, Syria or any other country, territory, or other jurisdiction that is embargoed by Canada, the United States or listed at Exhibit “A” of this Agreement;
3. Persons who are less than 18 years of age;
4. Persons who are not residents of and located in an Approved Region;
5. Persons, or their Affiliates, who have been subject to an Account termination for cause;
6. Persons that are not individual natural persons, unless such Persons pass additional KYC requirements as indicated by Dapper; and
7. Persons who, directly or indirectly, uses, employs, operates or creates a computer program to simulate the human behavior of a User (“Bots”) to the detriment of the Dapper community, as determined by Dapper in its sole discretion.

If User is an entity and not an individual person, please contact [email protected].

You are prohibited from accessing or using the Services in, from or through a location where your use of the Services would violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Services while located in any such jurisdiction.

The Services are not available in all jurisdictions. Dapper prohibits the use of the Services in certain jurisdictions which may vary at Dapper’s sole discretion. Dapper may implement controls to restrict access to the Services from any jurisdiction from which use of the Services is prohibited. You shall comply with such restrictions, even if the methods imposed by Dapper to prevent the use of the Services are not effective or can be bypassed.

B. Prohibited Activities

Services may only be utilized for permitted purposes. Services may not be used in relation to any Prohibited Activity mentioned above or listed below.

1. Any act that is illegal in the United States, Canada, or in the jurisdiction where the User carrying out the activity is resident, domiciled or located;
2. Operation of a business that is similar to or competitive with the Services;
3. Operation of a crypto currency exchange;
4. Operation of a payment processor, money transmitter, check casher, foreign exchange dealer, provider of prepaid access or other money services business;
5. Bill payment services;
6. Credit counseling or repair agencies;
7. Credit protection or identity theft protection services;
8. Direct marketing or subscription offers;
9. Inbound or outbound telemarketing businesses including lead generation businesses;
10. Internet, mail or telephone order pharmacies or pharmacy referral services;
11. Creation, promotion or sale of items that encourage, promote, facilitate or instruct others to engage in illegal activity;
12. Creation, promotion or sale of items that may be counterfeit;
13. Creation, promotion or sale of items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
14. Creation, promotion or sale of items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
15. Creation, promotion or sale of items that promote, support or glorify acts of violence or harm towards self or others;
16. Using the Services in any manner related to live animals;
17. Using the Services in any manner related to payment aggregators;
18. Purchase or sale of drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
19. Unregulated sales of money-orders or foreign currency;
20. Using the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
21. Using the Services in a manner that Dapper or any of its suppliers reasonably believes to be an abuse of the Services;
22. Using the Services in a manner so as to avoid payment of Fees;
23. Using the Services in any manner that could damage, disable, overburden, or impair Dapper or any of the Services including without limitation, using the Services in an automated manner;
24. Using the Services in any way that assists User or others in the violation of any law, statute or ordinance;
25. Using the Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs;
26. Using the Services to control an account that is linked to another account that has engaged in any of the foregoing activities;
27. Using the Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent;
28. Using the Services to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
29. Using the Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others;
30. Using the Services to send or receive what Dapper considers to be funds for something that may have resulted from fraud or other illegal behavior;
31. Using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or
32. Using the Services in any manner related to weapons including replicas and collectible items.
33. Using the Services in any manner that negatively impacts our reputation, trust, and/or our community members
34. Knowingly spreading false and/or misinformation regarding our products, services, community and its members.
35. Users are prohibited from uploading profile pictures that contain sexual, lewd, or racially offensive content. All profile images must comply with copyright laws, avoid targeting or abusing other users or Dapper Labs’ partners, and may not include any NSFW or otherwise inappropriate material.

If Dapper believes in its sole discretion, or has reasonable grounds to suspect, that an NFT in a User Hosted Wallet (as detailed below) was, in any prior transaction, purchased with a stolen payment instrument, obtained by fraudulent means or otherwise in violation of this Agreement, User grants Dapper the right and hereby expressly instructs Dapper to transfer all NFTs in question from the Hosted Wallet, External Wallet or other wallet, to another User that was previously in rightful possession thereof, even if the User who loses possession of the NFT was a good faith holder in due course of the NFT and even if the NFT is no longer in the User’s Hosted Wallet. You shall not accept into your Hosted Wallet any NFT from another User that you have any grounds to believe is not rightfully in possession thereof. Dapper reserves the right to transfer any such NFTs to a wallet that is operated by Us or the Other User that Dapper believes to have been rightfully in possession thereof. In the event of a dispute over which user has the right to be in possession of an NFT, Dapper reserves the right to block transfers thereof pending joint written instructions of all parties to the dispute or the order of a court of competent jurisdiction; any fees related to Dapper involvement in such dispute shall be paid by User and the Other User and may, at the discretion of Dapper, be recovered by Dapper taking possession of and disposing of NFTs in either of their Hosted Wallets.

Without limitation, Dapper may also freeze an Account pursuant to a court order, order by a Regulator, order of a key supplier to Dapper, as required under applicable law or where Dapper determines, in its sole discretion, that the Account poses excessive legal, security, financial or reputational risk to Dapper, another user or another third party. Accounts may also be frozen throughout the course of internal or external investigations.

User alone is responsible for User actions, conduct, and behavior while using the Services. User shall not:

1. Use or attempt to use any Other User’s account;
2. Load funds, assets or NFTs into their Account or the Services that are not their own or that have not been gifted to them in good faith;
3. Use NFTs as a medium of exchange;
4. Use NFTs as a means of making payments having Fiat value;
5. Use the Account, either directly or indirectly, for the benefit of any third party;
6. Borrow or lend an Account;
7. Engage in activity, or use the Services in any manner, that imposes an excessive burden on Dapper, or exposes either to excessive security, financial or reputational risk, each as determined by Dapper in its sole discretion;
8. Engage in any behaviors that disrupt or negatively affect or inhibit Other Users from fully enjoying the Services or those of Third Party Servicers;
9. Detrimentally interferes with, intercept, or expropriate Dapper systems, data, or information;
10. Transmit or upload to Dapper or the Services any malware, virus, trojan horses, worms, or other harmful programs;
11. Using a bot to deliver transaction instructions or otherwise interact with Dapper in a nefarious, illegitimate, or illegal manner as determined by Us in our sole discretion ;
12. Circumvents, or attempts to circumvent, any content filtering techniques used by Dapper;
13. Access, or attempt to access, any feature of the Services that User is not authorized to access;
14. Harass, stalk, threaten, defame, abuse, violate or infringe the legal rights of others, or otherwise be deceptive or objectionable, each as determined by Dapper in its sole discretion;
15. Post or distribute unsolicited content, promotions, campaigns, or commercial messages (SPAM), or any message or user content designed to advertise a third party product or service or deceive Other Users or other third parties;
16. Post content or collect content containing private information of any Other User or third party, including but not limited to phone numbers, email addresses, mailing addresses; transaction details
17. Violate any intellectual property rights; or
18. Induce or encourage any third party to engage in any activities or behaviors prohibited in this section.

Dapper reserves the right to reverse any NFT transaction that occurred in breach of this Agreement, even if such reversal has an adverse effect on a subsequent holder thereof acting in good faith. User expressly agrees that Dapper may seize or cause to be frozen any Asset that was obtained in breach hereof or cause User to repay Dapper or a third party the consideration for which the Asset that was obtained in breach hereof.

USER ACKNOWLEDGES THAT IF, EVEN IN GOOD FAITH, THEY COME INTO POSSESSION OF AN NFT THAT WAS, ON ANY PREVIOUS OCCASION, TRANSACTED IN VIOLATION OF THIS AGREEMENT, EVEN BY ANOTHER USER, THE USER MAY BE OBLIGATED, AT THE DISCRETION OF DAPPER, TO FOREGO ANY AND ALL RIGHTS IN THE NFT. FOR EXAMPLE PURPOSES ONLY, IF THE USER PURCHASES AN NFT FROM AN OTHER USER AND THE SELLER IN THE TRANSACTION PURCHASED THE NFT WITH A FRAUDULENT PAYMENT METHOD, THEN THE USER PURCHASING THE NFT IN GOOD FAITH SHALL, AT THE DISCRETION OF DAPPER, FOREGO RIGHTS IN THE NFT.

Fees are as disclosed in the Account. You authorize Dapper to instruct PSW Provider to release the amount of Fees, or other amounts of which you are liable hereunder, to Dapper from the External Wallet maintained by your PSW Provider. If there is no such External Wallet or if there is insufficient value therein to pay Fees, you agree to pay them to Dapper by such means as Dapper may reasonably require within five (5) days of when they are first posted as owing in your Account.

Dapper may make third party products or services available via the Site or otherwise through the Services. Such third parties, including PSW Provider, may charge fees for their services. Dapper is not responsible for the fees charged by any such third parties.

Approved Networks charge network fees. These fees are often required to cover the transaction costs on virtual currency networks and may apply to transactions. Unless indicated otherwise in your Account or elsewhere in the Services, you are solely responsible for paying all network fees. Dapper will not advance nor fund network fees on your behalf, nor be responsible should the network fee paid be insufficient or excessive. Your Hosted Wallet or User PSW from which you wish to send must hold sufficient NFTs, Fiat or Stablecoin to cover the transaction and its associated network fees, failing which the transaction may be blocked, might fail or result in your value being suspended temporarily or forever.

User can terminate this Agreement at any time for any reason or for no reason by closing their Account. Prior to termination by User, User shall remove Your NFTs from the Hosted Wallet and cause them to be sent to an External Wallet. These transactions may be subject to at least a 30 day fraud-prevention hold term, and such other restrictions as may be necessary to prevent fraud or security breaches.

Dapper may, at any time and in its sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Services, either temporarily or permanently.

At any time and in its sole discretion, without prior notice, and without any liability to you, Dapper may (i) cancel or deactivate User’s Account; or (ii) temporarily or permanently, suspend, restrict, or terminate access to any or all of Services for any reason or for no reason. Dapper is under no obligations to disclose its reason for any termination or suspension of the Service for User or generally.

Dapper shall not be liable for any losses suffered by User resulting from any suspension or termination of the Services. You agree that your NFTs will be impossible to access during a suspension of Services.

In the event of any termination of this Agreement, discontinuation of all Services, or termination of your right to access all Services: (i) all Fees and amounts payable to Dapper by you shall immediately become due, (ii) Dapper may delete User Data without any liability to User, provided that Dapper also reserves the right to retain User Data for seven (7) years following termination; and (iii) Dapper may cancel any transactions that are pending at the time of the termination of your right to access all Services or discontinuation of the Services. Dapper reserves the right to retain aggregated anonymized User Data for longer in order to improve Services, prevent fraud and produce aggregated statistics.

Upon termination of the Services or termination of this Agreement, Dapper shall: (i) return all NFTs in its possession to User; and (ii) instruct PSW Provider to transfer any User PSW Fiat or Stablecoin to a User External PSW. In order to fulfill this obligation, User must provide Dapper with an External Wallet address for each NFT and an External PSW, failing which Dapper shall not return NFTs, or cause PSW Provider to return Fiat, to User. If, after reasonable efforts, Dapper cannot reach User for such purposes then NFTs of the User shall be remitted to the relevant governmental agency in the jurisdiction of User. If this Agreement is terminated as a result of material breach hereof by User, User agrees to forego all right title and interest in NFTs stored via the Service, and Dapper reserves the right to confiscate any such NFTs without notice or liability to you.

In the Services, you may inadvertently or intentionally view or otherwise access Third Party Content. Dapper does not control or endorse any Third Party Content. Dapper shall have no liability for Third Party Content, including without limitation any material that may be erroneous, incomplete, misleading, offensive, illegal, or otherwise objectionable. Further, User interaction with such Third Party Content is between User and the third parties and shall be subject to the third parties’ terms of use. User acknowledges and agrees that use of any Third Party Content is at their own risk, and that Dapper is not responsible for any loss or damage in connection with such use.

It is your sole responsibility to comply with applicable laws related to your use of the Services including, without limitation, to collect and remit any and all taxes, including without limitation sales taxes, that apply to any transactions you have made using the Services. It is your sole responsibility to report and remit the correct tax amount to any and all tax authorities. You acknowledge and agree that Dapper is not responsible for determining the amount of any taxes you owe, nor is Dapper responsible for determining if taxes apply to your use of the Services, nor is Dapper responsible for collecting, reporting, or withholding any taxes arising from your use of the Services. Should Dapper or any partner payment processor become subject to any legal requirement to collect and remit sales taxes related to transactions, Dapper reserves the right to collect and remit sales taxes accordingly.

If Dapper receives notice or allegation that any NFTs held in your Hosted Wallet are stolen or lawfully not yours to possess, Dapper may, but has no obligation to, place an administrative hold of undetermined length on those NFTs or the whole of the Hosted Wallet, User PSW, or Account. Such hold may include but may not be limited to a suspension of access to the Services. Dapper shall not be liable for any losses incurred by User, or diminished value in NFTs, that occur in the course of an administrative hold, suspension or termination of access to any portion of or all of the Services in a property dispute. Dapper retains the right to report illegal or suspicious activity to the appropriate Regulators.

User agrees to receive all communications, including but not limited to, User Agreement, other applicable policies, updates to the same, statements, reports, invoices, receipts, notices, disclosures, legal or regulatory statements, or documents (collectively, the “Communications”) with respect to User’s Account and User’s use of the Services via electronic delivery.

By consenting to electronic delivery, User authorizes Dapper to deliver Communications by (i) email notification, or (ii) via SMS or text message to a mobile phone number User has provided, or (iii) by sending User an email message containing a link to, or a notice that directs User to, the Site where the communication or document can be read or printed.

Dapper shall have no liability and User shall fully indemnify Dapper for any and all losses, liabilities, costs, expenses, demands, charges and claims of any kind resulting from User’s reliance on email or User’s Devices or failures in User’s email systems or Devices. If User prefers not to accept these risks, then User shall not create an Account or use the Services.

It is the responsibility of User to provide Dapper with an up to date, true, accurate, and complete email address and to make sure Dapper emails are not deleted or otherwise missed on account of spam filters.

User’s consent to receipt of electronic statements, reports and other Communications shall be valid until User withdraws such consent by notifying Dapper in writing, in which case: (i) Dapper shall provide statements, reports and other Communications on paper; and (ii) Dapper may suspend or terminate the Account and access to the Services.

Other than as expressly set forth in this Agreement, Dapper shall not be liable for any risks inherent in the Services or related NFTs or losses that may be incurred by User as a result thereof. User agrees to and does hereby: (i) release Dapper from any and all liability related to or arising from risks inherent in the Services, account linking, and related NFTs and attachments therein, except as expressly set forth in this Agreement, and (ii) assume all risks inherent in the Services and related NFTs including, but not limited to, the following:

• Risk of the Approved Network ceasing to operate rendering a NFT impossible to be subject to a transaction and entirely without use. The market for NFTs may also collapse without warning or discernible logic.
• There is risk that changes in applicable law could adversely affect User’s right to legally use, transfer, exchange, and/or obtain value from NFTs. It may be illegal, now or in the future, to own, hold, sell or use NFTs in one or more countries, including the United States.
• Transactions in NFTs are, as a rule, irreversible. Consequently, losses due to fraudulent or accidental transactions are generally not recoverable. Once a transaction has been recorded on the Approved Network it is not reversible. It is possible that, through computer or human error, or through theft or fraud, User NFTs could be transferred in incorrect amounts or to unauthorized third parties.
• Some NFT transactions shall be deemed to be made when recorded on the Approved Network, which is not necessarily the date or time that the User initiated the transaction.
• NFTs are a target of fraud and cyber-attacks. On your Devices and External Wallets, such fraud and attacks can result in total loss to the User. In the Hosted Wallet, Dapper makes commercially reasonable efforts to verify that User is the true initiator of transactions, but where User’s Account is compromised such efforts may fail and could result in total loss of User NFTs in the Hosted Wallet. Attacks on Dapper may also result in unplanned and significant Unscheduled Downtime during which transactions will not be executed. Absent fraud or intentional wrongdoing on the part of Dapper, Dapper shall not be liable for User losses on account of any of the foregoing circumstances or compromised Account credentials. As a good faith holder of an NFT in your Hosted Wallet, there is a risk that you will lose possession thereof if Dapper determines that it was previously transferred by fraudulent means or otherwise in violation hereof, even if you had not part in the wrongdoing.
• The Services and NFTs rely on the internet, that includes third party hardware, software, and internet connections, all of which may suffer communication failures, disruptions, errors, distortions or delays that might affect User’s ability to access and use the Services such as the Account and Hosted Wallet.

User shall carry out their own independent analysis and assessment of the risks specific to the NFTs and the Services.

Dapper’s decision to support any particular NFT via its Services is not an endorsement or approval of the NFT’s value, security, operation, or underlying technology. Dapper’s decision to support any individual NFT does not reduce any risks associated with the NFT. Dapper does not make any warranty about the suitability of any NFT for ownership or trading.

You acknowledge and agree that Dapper retains the right, in its sole discretion, to determine whether to support, or not support, certain NFTs to be used in conjunction with the Services. Dapper may discontinue or terminate support for any NFT at any time, for any or no reason. Dapper will make reasonable efforts to provide advance notification of any termination or discontinuation of support of an NFT. If you do not transfer an NFT out of your Hosted Wallet by the date specified in such advance notice, the NFT may be lost. Dapper will not be liable to you for any losses, liability, or expenses related to any discontinuation or termination of support of any NFTs.

Unless otherwise expressly indicated by us, all copyright and intellectual property rights in all content and materials (including but not limited to our logo, designs, text, graphics, files, videos, and displayed text, collectively “Dapper Materials”) contained on our Site or affiliate sites provided in connection with our Services are the proprietary property of Dapper, or our suppliers, licensors, or third party affiliates, and are protected by U.S. and international property laws.

We grant you a limited, non-exclusive, non-sublicensable license to access and use the Dapper Materials for your personal use. Such license does not permit the: (i) distribution of Dapper Materials, (ii) resale of Dapper Materials, (iii) making derivative works of Dapper Materials, or (iv) decompilation, disassembling, reverse engineering, or any other attempt to discover the source code of the Site, Services, or Dapper Materials. This license shall automatically terminate if your access to the Services is suspended or terminated by us. “Dapper”, “Dapper Labs Inc.”, any product or service names, logos, and other marks used on the Site or in Dapper Materials, or that we otherwise use in connection with the Services are trademarks owned by Dapper and our licensors. Without our prior written consent, you may not copy, imitate, or use Dapper trademarks.

We reserve the right to limit, deny, or terminate access to our Services with respect to any person who infringes on the intellectual property rights of others. If you knowingly misrepresent that any activity or Dapper Materials are infringing on the intellectual property rights of another party, you may be liable to Dapper for certain costs or damages.

Feedback; user content

Dapper shall own and have exclusive rights (including but not limited to intellectual property rights) to any feedback, ideas, suggestions, or other materials or information that you provide through chat, email, posting through our Service, or otherwise (“Feedback”). You acknowledge and agree that any Feedback you submit is not confidential. You shall not be entitled to, and hereby waive any claim for, acknowledgement or compensation related to any Feedback you provide. You grant Dapper the right to unrestricted use and dissemination of any Feedback you provide, without acknowledgement or compensation to you.

You hereby grant Dapper a royalty free, irrevocable, perpetual, and exclusive worldwide license to use, copy, modify, display, publish, or distribute, in any form, any text, images, data, or materials or other content that you provide to Dapper using the Services, or submit, post, or otherwise send to Dapper that is not Feedback (the “User Content”). Dapper may remove any User Content from the Site or the Services at any time for any or no reason.

THE SERVICES ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. DAPPER EXPRESSLY REFUSES TO REPRESENT OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES, SITE, SERVICES OR THE INFORMATION CONTAINED THEREIN OR ANY ASPECT OF ANY SERVICE CONTAINED THEREON.

YOU ACKNOWLEDGE THAT INFORMATION AND NFTs YOU STORE OR TRANSFER USING OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED, OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES INCLUDING, BUT NOT LIMITED TO, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS INCLUDING THIRD PARTY DOS ATTACKS, SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, SCHEDULED OR UNSCHEDULED DOWNTIME OR MAINTENANCE, COMPUTER OR HUMAN ERROR, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES AND RECORDS OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS; THEREFORE, SOME OR ALL OF THE DISCLAIMER OF IMPLIED WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

IN NO EVENT SHALL DAPPER, ITS AFFILIATES OR SERVICE PROVIDERS, LICENSORS OR THEIR RESPECTIVE DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, JOINT VENTURERS, OR REPRESENTATIVES, BE LIABLE FOR: (I) ANY AMOUNTS GREATER THAN THE VALUE OF THE FEES PAID BY YOU TO DAPPER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY; (II) ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM DAPPER, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, VIRUSES, OR DELAYS IN SERVICES OPERATION OR TRANSMISSION; (III) ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, OR DESTRUCTION ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, OR THIS AGREEMENT; OR (IV) ANY LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE EVEN IF AN AUTHORIZED REPRESENTATIVE OF DAPPER HAS BEEN ADVISED OF, OR KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING THE FOREGOING, IF USER HAS DIGITAL ASSETS IN THE HOSTED WALLET, AND USER WISHES TO WITHDRAW THE NFTs TO AN EXTERNAL WALLET, THE FOREGOING LIMITATION ON DAPPER LIABILITY MAY NOT SERVE TO LIMIT DAPPER’S OBLIGATION TO SETTLE SUCH NFTs TO EXTERNAL WALLETS OF THE USER PROVIDED THAT DAPPER MAY UNDO ANY NFT TRANSFER OR PREVENT THE TRANSFER OF ANY NFT AS PROVIDED FOR IN THIS AGREEMENT.

IN THE EVENT THAT DAPPER INCURS ANY LOSSES ON ACCOUNT OF ACTS OR OMISSIONS OF USER, USER HEREBY EXPRESSLY INSTRUCTS DAPPER TO, WITHOUT PRIOR NOTICE OR CONSENT OF USER, DEBIT ASSETS OF USER UP TO THE AMOUNT OWING TO DAPPER FROM (I) THE USER HOSTED WALLET; AND (II) USER BALANCES WITH PSW PROVIDERS TO REIMBURSE DAPPER THE AMOUNTS OWING TO DAPPER. DAPPER RESERVES THE RIGHT TO USE THE ASSETS DEBITED FROM THE USER HOSTED WALLET (INCLUDING, WITHOUT LIMITATION, ANY NFTS IN THE USER HOSTED WALLET) TO OFFSET ANY AND ALL ACTUAL OR POTENTIAL LOSSES INCURRED AS A RESULT OF THE USER’S ACTS OF OMISSIONS.

USER ACKNOWLEDGES THAT OTHER USERS MAY BE ATTEMPT TO SELL THE USER NFTS OR OTHER ASSETS THAT WE ACQUIRED IN VIOLATION OF THIS AGREEMENT OR IN VIOLATION OF AN AGREEMENT BETWEEN USE AND THE OTHER USER. DAPPER SHALL HAVE NO LIABILITY FOR ACTS AND OMISSIONS OF OTHER USERS IN THEIR TRANSACTIONS OR OTHER DEALINGS WITH THE USER. WHILE DAPPER HAS IMPLEMENTED POLICIES TO MONITOR TRANSACTIONS FOR FRAUD AND OTHER PROHIBITED ACTIVITIES, DAPPER MAKES NO REPRESENTATION AS TO THE EFFECTIVENESS OF SUCH POLICIES AND THE USER SHOULD EXERCISE CAUTION IN ANY TRANSACTION TO OBTAIN COMFORT THAT THE OTHER USER HAS BEEN PERFORMING IN ACCORDANCE WITH THIS AGREEMENT AND ANY AGREEMENT WITH THE USER.

DAPPER SHALL HAVE NO LIABILITY FOR ANY DECREASE OR INCREASE IN VALUE OF ANY NFT AS USER ACKNOWLEDGES AND AGREES THAT THEY HAVE NO INTRINSIC VALUE AND PURCHASES OF NFTS ARE STRICTLY FOR ENTERTAINMENT PURPOSES AND NOT FOR SPECULATION OR INVESTMENT PURPOSES.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE, SOME OR ALL OF THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO USER WHERE THEIR APPLICATION IS REDUCED BY APPLICABLE LAW.

You agree to indemnify and hold harmless Dapper, our officers, directors, shareholders, employees, agents, affiliates, attorneys, suppliers, contractors, representatives and service providers (collectively, “Indemnified Parties”), from any and all claims, demands, actions, lawsuits, proceedings, investigations, liabilities, damages, losses, costs, expenses, fines and penalties including, without limitation, reasonable attorney’s fees, arising out of or related to (i) your breach of this Agreement, (ii) your violation of any applicable law, or the rights, including intellectual property rights, of any other person or entity, (iii) your use or misuse of our Services, (iv) your conduct in connection with the use or misuse of our Services, and (v) your negligence, fraud, willful misconduct or misrepresentations. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding and determine if we wish to settle it, and if so, on what terms.

PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first seek to resolve such a dispute through our support team.

All disputes arising out of or in connection with this Agreement or the Services or in respect of any legal relationship associated therewith will be referred to and finally resolved by arbitration under the applicable Rules of Procedure of the Vancouver International Arbitration Centre (VanIAC). The appointing authority will be the VanIAC. The case will be administered by the VanIAC in accordance with its Rules. The place of arbitration will be Vancouver, British Columbia, Canada. . There will be a single arbitrator who shall be a practicing B.C. lawyer in accordance with the applicable rulesVanIAC Rules of Procedure. The arbitration will take place in the English language.

Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, Dapper will pay them for you. You may choose to have the arbitration conducted by telephone, based on written submissions.

The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court. Notwithstanding the foregoing, Dapper may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement is specifically enforceable by Dapper through injunctive relief and other equitable remedies without proof of monetary damages.

The parties expressly waive their right to a jury trial and also waive their right to participate in a class action claim related to this Agreement.

If this Section is found to be unenforceable or if it does not apply to you, you hereby irrevocably submit to the personal and exclusive jurisdiction of the courts of the Province of British Columbia for resolution of any lawsuit or court proceeding permitted under this Agreement. If any portion of this Section is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Section that is unlawful, void or unenforceable will be stricken from this Agreement.

These Terms shall be governed by and construed in accordance with the laws of British Columbia, Canada.

This Agreement and any policies incorporated herein by reference shall be deemed severable. The invalidity or unenforceability of any of the terms or provisions of this Agreement, and any policies incorporated herein by reference, or the invalidity or unenforceability of the application thereof to any individual, entity or circumstance, shall not affect the application of such terms or provisions to individuals, entities or circumstances other than those as to which they are held invalid or unenforceable, and shall not affect the validity or enforceability of any other terms or provisions of this Agreement. Each term and provision of this Agreement and any policies incorporated herein by reference shall be valid and enforceable to the fullest extent permitted by law.

Dapper may assign any of its rights or obligations under this Agreement without your consent and without prior notice to you. You may not assign or transfer any of your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Dapper, which may be withheld in Dapper’s sole discretion. Any actual or attempted assignment hereof by User contrary to the terms of this Agreement shall be null and void. Dapper may, at its discretion, assign some or all of its rights or obligations to a third party, without consent or approval of User. In the event that Dapper is acquired by, sold to, or merged with a third party entity, Dapper reserves the right to transfer or assign all User Data as part of such merger, acquisition, sale, or change of control.

Dapper reserves the right to amend this Agreement at its sole discretion, without your consent. This Agreement may be amended by Dapper by Dapper providing notice of the amendment (i) by email to the email account used to create your Account; (ii) by posting a new version hereof to the Services; or (iii) by your accepting a revised version of this Agreement at an Account login. Where you have accepted the amendment or where the amendment is required by a change in applicable law, or to address a security or compliance requirement, as indicated in the notice of amendment contemplated above, the amendment shall take effect as of when this Agreement is updated or the notice contemplated above has been sent, otherwise, the amendment shall take effect if you do not close your Account within thirty (30) days following the notice contemplated above. If you do not agree with a proposed or actual amendment to this Agreement, your sole remedy is to discontinue use of the Services and close your Account.

Any failure or delay by Dapper to exercise any right, privilege, or power under this Agreement shall not operate as a waiver thereof. This Agreement shall not be construed to waive any rights that cannot be waived under applicable laws.

Dapper shall have no liability or responsibility for; (i) failure in performance or interruption of service (ii) any inaccuracy, error, delay in, or omission of information or transmission of information, (iii) any loss or damage that you may incur, which results directly or indirectly from any force majeure event including, but not limited to flood, act of civil or military authorities, terrorist acts, extraordinary weather conditions, pandemic, fire, pandemic, war, strike or other labor dispute, interruption of telecommunication services, accident, power failure, hardware or software malfunction, any act of god, or any other act that is beyond our reasonable control.

Dapper is an independent contractor, and nothing in the nature of the Services or any provisions in this Agreement shall be deemed, or cause, or is intended to cause User and Dapper to be treated as partners, joint venturers, or as an agent of the other party. Dapper is not User’s broker, intermediary, agent, or financial advisor, and Dapper has no fiduciary obligation to User in connection with any transactions, or other acts or omissions of User with respect to the Services. For the avoidance of doubt, Dapper is in no manner providing investment advice, tax advice, legal advice, or other professional advice whether through the Services or otherwise. Dapper does not recommend or endorse that you purchase or sell any NFT or that you make any investment or enter into any trade or transaction.

All provisions of this Agreement, and any policies incorporated herein by reference, which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement. Such provisions include, but are not limited to, sections and provisions relating to Account termination or suspension, funds due to Dapper, disputes with Dapper, Risk Disclosures, Unclaimed Property, Copyrights, Trademarks, Eligibility, Disclaimer of Warranties, Limitation of Liability, Indemnification, Binding Arbitration, and Governing Law.

If you have any feedback, comments, complaints or questions other than technical support, you can contact us using the contact information on our Site. When contacting us, please be sure to provide us with your name, contact information and any other information we may need to identify you, your Dapper Account and any transaction on which you have questions, comments, or complaints.

Section headings and section labels are provided for convenience only, and do not form part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

This Agreement is presented in the English language. Any translation of this Agreement is for your convenience, and any meanings of terms, conditions, or representations are subject to the definition and interpretation of the English language.

This Agreement, and the policies incorporated herein by reference, constitute the entire understanding and agreement between User and Dapper regarding the Services. This Agreement, and the policies incorporated herein by reference supersede all other representations, agreements and understandings, both written and oral, including without limitation any prior versions of this Agreement, among User and Dapper with respect to the Services. In the event of any conflict between this Agreement and any other agreement User may have with Dapper, unless the other agreement specifically references and identifies this Agreement, this Agreement shall control.

The Service cannot be used in the following jurisdictions:

1. Afghanistan
2. Algeria
3. Bangladesh
4. Belarus
5. Central African Republic
6. The Democratic Republic of Congo
7. Cuba
8. Eritrea
9. Ethiopia
10. Gaza Strip
11. Iran
12. Iraq
13. Lebanon
14. Libya
15. Mali
16. Morocco
17. Myanmar
18. Nicaragua
19. Niger
20. North Korea
21. Pakistan
22. Russia
23. Somalia
24. South Sudan
25. Sudan and Darfur
26. Syrian Arab Republic
27. Ukraine
28. Venezuela
29. West Bank
30. Yemen
31. Zimbabwe