NFT MARKETPLACE TERMS

Welcome to our NFT Marketplace, owned and operated by No Surrender, Inc. (“No Surrender,” “we,” “us,” or “our”). These NFT Marketplace Terms (“Terms”) govern your access to and use of the No Surrender NFT Marketplace through our website(s), APIs, mobile applications (“App”), and any other Internet based media, including without limitation using our services to view, explore, help display and create NFTs, and using our tools, at your own discretion, to connect directly with others to mint, purchase, sell, swap or transfer NFTs with other users or us on public blockchains.

Definitions:

• Games: The No Surrender Heroes video game or any other game published and/or operated by us.
• Games NFT: An NFT created by No Surrender as an item to be collected or used while playing the Games by a user.
• NFT: A unique and non-fungible token or similar digital asset created on a blockchain, which uses smart contracts to link to or otherwise be associated with certain content or data.
• User: You or any other user, or collectively all users of the NFT Marketplace depending on the context of the relevant section.
• You and Your: Refers to you as the user of the Service. If you use the Service on behalf of a company or other entity, “you” includes you and that entity. By using the Service on behalf of an entity, you represent and warrant that you have the authority to bind the entity to these Terms.

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND MAY AFFECT YOUR LEGAL RIGHTS. AS FURTHER DESCRIBED BELOW, THE PRICES AND VALUE OF GAMES NFTS MAY FLUCTUATE SIGNIFICANTLY. YOU ACKNOWLEDGE THAT YOU FULLY UNDERSTAND THE RISKS ASSOCIATED WITH PURCHASING AND SELLING GAMES NFTS AND THAT THEIR VALUE COULD GO TO ZERO.

No Surrender is not a wallet provider for NFTs or crypto assets, nor an exchange, broker, dealer, financial institution, payment service provider, money services business, or creditor. No Surrender provides a peer-to-peer digital venue that facilitates its users to discover and directly interact with each other and NFTs available on public blockchains in relation to the Games. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.

No Surrender is not party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Service and we make no claims, guarantees, or recommendations about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Service.

No Surrender reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.

1. NFT MARKETPLACE

1.1. We provide a peer-to-peer digital venue that facilitates our users to browse and directly interact with Games NFTs available on blockchains. The direct interaction may, including without limitation, be buying and selling in exchange for crypto assets, swapping, claiming and any other blockchain based transaction concerning the Games NFTs that the NFT Marketplace facilitates.

1.2. We do not have custody or control over the NFTs or blockchains you are interacting with, and we do not execute or effectuate purchases, transfers, or sales of NFTs.

1.3. We or our NFT Marketplace is not a wallet provider for NFTs or crypto assets, nor an exchange, broker, dealer, financial institution, payment service provider or a money services business.

2. ACCESS TO THE NFT MARKETPLACE

2.1. To be able interact with the Games NFTs you must use a third-party crypto wallet which allows you to engage in transactions on blockchains. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider.

2.2. By using the NFT Marketplace, you represent and warrant that:

2.2.1. You will comply with all applicable laws in connection with your access and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention, or violation of any law applicable to you, or any contract or agreement to which you are a party or by which you are bound.

2.2.2. Your purchase, sale, holding, receipt of the Games NFTs and use of the NFT Marketplace does not: (i) represent or constitute a loan or a contribution of capital to, or other investment in No Surrender or any business or venture; (ii) provide you with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in, No Surrender or any other business or venture; and (iii) create or imply or entitle you to the benefits of any fiduciary or other agency relationship between No Surrender or any of its directors, officers, employees, agents or affiliates, on the on hand, and you, on the other hand. You are not entering into these Terms for the purpose of making an investment with respect to No Surrender or its securities, but solely wish to use the NFT Marketplace for the purposes of playing the Games.

2.2.3. You are knowledgeable, experienced, and sophisticated in using, understanding and evaluating blockchain and related technologies and assets, including NFTs, collectibles, “smart contracts” (bytecode deployed to a blockchain), and the matters contemplated by these Terms, and have not relied up-on any information, statement, omission, representation, or warranty, express or implied, written or oral, made by or on behalf of No Surrender in connection therewith, except as expressly set forth by No Surrender in these Terms.

2.2.4. You are solely responsible for assessing all Taxes owed, if any, for your use of the NFT Marketplace, including but not limited to, tax liabilities associated with any sales of your NFTs. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required to collect and remit to governmental agencies, and other similar municipal, state, federal, national or other withholding and personal or corporate income taxes.

2.3. Without limiting the foregoing, by using the NFT Marketplace, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction"); (b) you or the crypto wallet address you are using are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (e) you have not transacted and will not transact with any person or entity falling into any of (a)-(d); (f) you have not transacted and will not transact for the benefit of any person or entity falling into any of (a)-(d). You further covenant that the foregoing shall be true during the entire period of this agreement and your access.

2.4. By using the NFT Marketplace you agree that you assume the following risks:

2.4.1. The value of an Games NFTs are volatility and fluctuations in the price of crypto asset markets can also materially and adversely affect Games NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that your Games NFTs may lose their value entirely.

2.4.2. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of Games NFTs

2.4.3. You understand that you are responsible for any fees related to use of the NFT Marketplace, including for actions you take on the blockchain, regardless of whether a successful transaction occurs, and that such fees are final and irreversible due to the technological nature of blockchains.

2.4.4. We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible by their technological nature and No Surrender has no ability to reverse any transactions on the blockchain.

2.4.5. There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet. You accept and acknowledge that No Surrender will not be responsible for any communication failures, disruptions, errors, distortions, delays or hacks you may experience when using the NFT Marketplace or any blockchain network, however caused.

2.5. Without prejudice to the terms in No Surrender Heroes Terms of Service, we reserve our right to terminate your access to and use of the NFT Marketplace, in whole or in part, at any time, with or without notice, solely at our discretion for any or no reason. You acknowledge that No Surrender is under no obligation to disclose the details or reasoning of its decision to take such action with you.

2.6. We reserve our right to disclose any information as we deem necessary and as compliant with the applicable personal data protection laws to satisfy any applicable law, regulation, legal process, or governmental request, or to edit or to remove any information or materials concerning the Games NFTs, in whole or in part, in our sole discretion.

2.7. You hereby agree that any disputes between users that we have no fault shall be resolved by the concerned users and No Surrender shall not undertake joint, several or any other liability whatsoever, even if the dispute arises from

3. FEES

3.1. Buying, selling, or transferring Games NFTs may be subject to fees, commissions, royalties and other charges including without limitation: (1) standard marketplace fees associated with executed transactions on blockchains (“Marketplace Fees”); (2) commissions on secondary sales of Games NFTs, payable to No Surrender or other potential users subject to terms of such Games NFT; and (3) “Gas Fees” paid to blockchain miners in the native currency of that blockchain, through available funds in your wallet as consideration for mining your transactions (collectively “Fees”). Before you pay any Fees, you will have an opportunity to review and accept the Fees that you will be charged. All Fees are in crypto assets and are non-refundable.

3.2. We reserve our right to determine and change the Marketplace Fees and commissions on secondary sales of Games NFTs any time. We will make reasonable efforts to keep pricing information published on the relevant pages of our website and App up to date. We, at our sole discretion, may make promotional offers with different features and different pricing to any of our users. These promotional offers, unless made to you, will not apply to your offer or these Terms.

4. OWNERSHIP AND LICENSE

4.1. This No Surrender NFT Marketplace is owned and operated by No Surrender. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of it (“Materials”) provided by No Surrender are protected by intellectual property and other laws. All Materials included in the NFT Marketplace are the property of No Surrender or its third-party licensors where applicable. Except as expressly authorized by us, you may not make use of the Materials. “No Surrender” and its logos are trademarks of No Surrender. No Surrender reserves all rights to the Materials not granted expressly in these Terms. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Materials; (b) make modifications to the Materials; or (c) interfere with or circumvent any feature of the Materials, including any security or access control mechanism. If you are prohibited under applicable law from using the Materials and/or the NFT Marketplace, you may not use it.

4.2. You are hereby granted a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, and personal license to access and use this NFT Marketplace provided, however, that such license is subject to your compliance with these Terms. If any software, content, or other materials, including Games NFTs, owned, created, designed, developed, controlled or produced by us, or licensed to us are distributed or made available to you as part of your use of the NFT Marketplace, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of your use of the NFT Marketplace, in each case for the sole purpose of enabling you to use the NFT Marketplace as permitted by these Terms, provided that your license in any content linked to or associated with any Games NFTs is solely as set forth by No Surrender.

4.3. Each Games NFT that will be created and distributed by No Surrender through the NFT Marketplace, and the Games shall be governed by their own license and distribution terms and could have their specific utilities within the Games. By acquiring such Games NFTs you shall be deemed agreed with such license, distribution, utility and other relevant terms.

5. Disclaimer of Warranties

5.1. WITHOUT LIMITING No Surrender’s LIABILITY UNDER SECTION 6 BELOW, THE NFT MARKETPLACE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. No Surrender DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE GAME OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

5.2. You hereby agree that No Surrender does not undertake or warrant merchantability, fitness for a particular purpose, title, non-infringement, value maintenance or appreciation, technical maintenance and support, and continuation of any Games NFT collections, and acknowledge that some Games NFTs and collections could be rendered dysfunctional, discontinued or delisted from the NFT Marketplace.

6. Limitation of Liability; Sole and Exclusive Remedy; Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY LAW, No Surrender SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, GAMES NFTS OR THE NFT MARKETPLACE SERVICE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT No Surrender HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT NOT PROHIBITED BY LAW, No Surrender SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO No Surrender Heroes IN ACCORDANCE WITH THESE TERMS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID ANYTHING TO No Surrender DURING SUCH TIME PERIOD, YOUR SOLE REMEDY (AND No Surrender’s EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH No Surrender IS TO STOP USING THE NFT MARKETPLACE AND GAMES NFTS.

NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF No Surrender OR FOR DEATH OR PERSONAL INJURY ARISING FROM ANY NEGLIGENCE OR FRAUD OF No Surrender.

You agree to indemnify, defend and hold No Surrender Heroes (and our officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim, demand, damages or other losses, including reasonable attorneys' fees, asserted by any third-party resulting from or arising out of your use of the Service, or any breach by you of these Terms, however the foregoing does not apply if the infringement of rights is not attributable to your intentional or negligent behavior.

7. OTHER TERMS

Terms under the No Surrender Terms of Service Terms of Service shall apply for any matters that are not address hereinabove.