1. DEFINITIONS.

The following terms have the corresponding meanings:

"Art" means any art, design, product design, trademark, logo, animation, video, drawings and/or other digital content owned by or licensed to SoleSavy and linked to an NFT that you Own.

"NFT" means the SoleSavy SS4 blockchain-tracked, non-fungible token.

"Own" means, with respect to an NFT, an NFT that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the relevant blockchain.

"Purchased NFT" means an NFT that you Own.

"Third Party IP" means any third-party intellectual property rights including, but not limited to, rights in inventions and discoveries, patents, utility models, rights in designs, trademarks, service marks, trade names, logos, devices, signs, copyrights, associated goodwill, rights in confidential information and know-how subsisting anywhere in the world, whether registered or not.

2. OWNERSHIP.

You acknowledge and agree that SoleSavy (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those expressly stated in Section 3 of these Terms below. SoleSavy and its licensors reserve all rights in and to the Art not expressly granted to you in Section 3 of these Terms including, without, limit the right to reproduce, create derivative Art, distribute and display the Art.

3. TERMS.

Subject to your rightful and lawful purchase or acquisition of the applicable Purchased NFT and your continued compliance with these Terms, SoleSavy grants you a worldwide, non-exclusive, revocable license, with no right to sub-license, to display the Art for your Purchased NFTs, solely for the following purposes: (i) for your own personal, non-commercial use (for example home display, display in a virtual gallery or as an avatar); (ii) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application. The license to display the Art for your purchased NFT is automatically and always transferred with the NFT as provided below in Section 5. Otherwise, the license to display the Art for the purchased NFT is non-transferable. In addition to the license granted to you in this Section, and subject to your rightful and lawful purchase or acquisition of the applicable Purchased NFT and, with respect to solely the initial owner of the Purchased NFT, such initial owner shall have the option to redeem the NFT for a physical pair of sneakers in accordance with the procedures set forth by SoleSavy in its discretion, provided that the initial owner retains ownership of the NFT by the redemption deadline of June 15, 2022.

4. RESTRICTIONS.

You agree that you may not, nor permit any third party to do or attempt to do any of the following without SoleSavy’s express prior written consent in each case: (i) modify, distort or perform any other change to the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Purchased NFTs as a brand or trademark or to advertise, market, or sell any third party product or service; (iii) use the Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or promote illegal activities; (iv) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; (vii) use the Art for your Purchased NFTs in connection with defamatory or dishonest statements about SoleSavy and/or its affiliated companies or which otherwise damage the goodwill, value or reputation of SoleSavy or represent or imply that your exercise of the license in Section 3 is endorsed by SoleSavy and/or its affiliated companies; or (vii) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property), you understand and agree as follows: (w) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (x) that, depending on the nature of the license granted from the owner of the Third Party IP, SoleSavy may need to pass through additional restrictions on your ability to use the Art; and (y) to the extent that SoleSavy informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of these Terms. The restrictions in this Section 4 will survive the expiration or termination of the license granted in Section 3.

5. LIMITATIONS AND NO RIGHT TO TRADEMARKS.

Without limitation to Section 4 above, the license in Section 3 does not include: (i) the right to use the Art to create additional NFTs; (ii) the right to create derivative works of the Art; (iii) the right to, and you may not, use any SoleSavy trademarks in connection with the exercise of your license in Section 3. No SoleSavy trademarks are licensed to you. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to SoleSavy trademarks. The limitations in this Section 5 will survive the expiration or termination of the license granted in Section 3.

6. SOLESAVY PERKS.

As an owner of a Purchased NFT, you will receive certain special perks, experiences or opportunities as determined by SoleSavy in its sole discretion (“Perks”) associated with the applicable Purchased NFT, provided, however, that SoleSavy may add or remove Perks at any time without providing any prior notice to you. SoleSavy does not make any representation or guarantee that any owner will receive any Perks or achieve any particular outcome as a result of owning any Purchased NFT. SoleSavy reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any owner, including to limit the period of time when a SoleSavy is available, for any reason, at any time. Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and SoleSavy makes no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning the Purchased NFT

7. SALE OF NFT.

When each NFT is sold for the first time, the agreement for sale is between SoleSavy and the initial purchaser of the NFT (“Initial Purchaser”). If the Initial Purchaser decides to sell the NFT (“Secondary Sale”), then SoleSavy is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.

If you or any owner of the NFT (“Collector”) sells or transfers the NFT to another collector, (a) then you, as Collector, represent and warrant that you will notify the subsequent collector of these Terms and require the subsequent collector to comply with these Terms, (b) the license as set forth herein (see Section 3) will automatically transfer to such subsequent collector, and such other collector will be deemed the “Collector” (for purposes of such NFT and the license to the underlying Art) and will be subject to these Terms, and (c) you, as the seller or transferor of such NFT, will cease to have any further rights to such NFT or underlying Art.

By placing an order on the website (including by bidding in an auction), you agree that you are submitting a binding offer to purchase the NFT, you agree to pay all applicable fees associated with the transaction, and you authorize SoleSavy to automatically charge and collect such fees from your payment instrument or wallet. If you are an Initial Purchaser, then all amounts due are to be paid to SoleSavy. If you are not the Initial Purchaser of the NFT, then amounts may be paid to the seller of such NFT.

You acknowledge and agree that SoleSavy receives 5% of every Secondary Sale of an NFT (“Royalty”). SoleSavy has the right to collect Royalties for NFT sales in perpetuity. As such, if you sell an NFT on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT: “5% Royalty Applies. By purchasing a SS4 NFT, you agree to the terms of use located at http://ss4.solesavy.com/terms.”

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

8. TERMINATION AND CONSEQUENCES.

SoleSavy may terminate the license granted in Section 3, with all rights returning to SoleSavy, if: (a) you breach any of these Terms; or (b) you engage in any unlawful business practice related to the Purchased NFT. In case you did not rightfully and lawfully purchase or acquire the NFT or upon any termination of the license granted in Section 3, SoleSavy may disable your access to the Art and/or deny access to any further Perks associated with the NFT and you shall delete, remove or otherwise destroy any backup or single digital copy of the Art.

9. DISCLAIMER OF WARRANTIES.

10. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SOLESAVY OR ITS REPRESENTATIVES 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 WEBSITE, NFT, PERKS 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 THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE WEBSITE, NFT, PERKS 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 SOLESAVY OR ANY OF ITS REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE WEBSITE, NFT, OR PERKS EXCEED $100.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, NFTs, OR PERKS OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” HEREIN ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

11. NO PROFESSIONAL ADVICE.

The information on this website and any information provided in connection with the NFT are provided to NFT owners only and for information only and do not constitute, and should not be construed as, professional advice or a recommendation to purchase, sell, trade or otherwise transact in any digital asset, including any products or services, or an invitation, offer or solicitation to engage in any purchase, sale, trade or other transaction with respect to any digital asset.

The information on this website and any information provided in connection with the NFT or Perks provided to NFT owners are provided solely on the basis that you will make your own transaction decisions, and SoleSavy does not take account of any person’s financial or other objectives, particular needs, or financial situation. In addition, nothing on this website or any information provided in connection with the NFT or Perks provided to NFT owners shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional advice before making any transaction decision. Any decision that you make should be based on an assessment of your risks in consultation with your professional adviser(s).

The digital assets about which information is provided on the website and any information provided in connection with the NFT or Perks provided to NFT owners are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the website or any information provided in connection with the NFT or Perks provided to NFT owners, or to which you may independently have access.

12. ASSUMPTION OF RISK.

ou agree as follows: (i) To the extent a there is a price or market for a blockchain asset, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as Purchased NFTs, and there is no guarantee Purchased NFTs will have or retain any value; (ii) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital "wallet", and SoleSavy will not be responsible for any of these, however caused; (iii) SoleSavy does not make any promises or guarantees about the availability of the Art on the Internet or that they will host the Art at any specific location and/or for any specific period of time; (iv) upgrades to the Ethereum platform, a hard fork in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Purchased NFTs; (v) NFTs are made available solely for entertainment purposes; (vi) SoleSavy is not responsible for any transaction between you and a third party (e.g., your purchase of a Purchased NFT from a third party on the so-called "secondary market") or for any consequences of such transaction (e.g. any costs or taxes being due with respect to such transaction), and SoleSavy shall have no liability in connection with any such transaction or its consequences.

13. GOVERNING LAW.

These Terms will be governed solely by the State of California, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties.