TERMS OF USE

DISNEY PINNACLE

Last Updated: November 15, 2023

Disney Pinnacle™ is an application that provides users with the opportunity to purchase, sell, trade, and collect digital tokens (“Digital Tokens”) made available and offered by Dapper Labs, Inc. ("DLI", "we", or "us").  The Digital Tokens are associated with content licensed by Buena Vista Books, Inc. (“Disney”). 

The Digital Tokens together with the limited license to the associated Disney content are referred to herein as “Pins”, and the application more generally is also referred to herein as the “App”. 

DLI is making the Pins and the App available to you. Before you use the App, including the Pins, however, you will need to agree to these Terms of Use and any terms and conditions incorporated herein by reference (collectively, these “Terms"). 

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS GOVERN YOUR USE OF THE APP, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE APP AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE APP OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE APP AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (SEE SECTION 16). PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, SINCE IT AFFECTS YOUR RIGHTS. BY USING THE APP OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.

ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THIS APP (AS DEFINED BELOW) OF ANY DIGITAL TOKEN SHALL ONLY BE CONDUCTED THROUGH APPROVED ONLINE PLATFORMS, AND WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF DIGITAL TOKENS OUTSIDE OF THIS APP. PURCHASES OR SALES OUTSIDE OF THIS APP OR OTHER APPROVED ONLINE PLATFORMS ARE EXPRESSLY PROHIBITED, AND WILL CONSTITUTE A VIOLATION OF THESE TERMS.  WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN DIGITAL TOKENS OUTSIDE OF THIS APP.

Any changes to these Terms will be in effect as of the “Last Updated Date” referred to at the top of this page. You should review these Terms before using the App or purchasing any product or using any services that are available through this App. Your continued use of this App after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

You may not use this App if you: (i) do not agree to these Terms; (ii) are not of the age of majority in your jurisdiction of residence; or (iii) are prohibited from accessing or using this App or any of this App’s contents, products or services by applicable law.

By using this App, you affirm that you are of legal age to enter into these Terms, and you accept and are bound by these Terms. 

LIMITATION OF AVAILABILITY; PROHIBITED USERS

The App is not available in all jurisdictions or to all individuals, corporations, partnerships, trusts, unincorporated organizations, governmental offices or agencies, and the executors, administrators or other legal representatives of an individual in such capacity (“Persons”).

The following Persons are prohibited from using the App or any of our other services (each, a “Prohibited User”): (i) 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; (ii) 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; (iii) Persons who are not residents of and located in an Approved Region (Canada, the United States and those places not listed in Exhibit “A” to this Agreement and where the App is made available, such as it may be from time to time); (iv) Persons, or their affiliates, who have been subject to an account termination for cause; (v) Persons that are not individual natural persons, and (vi) a Person who, directly or indirectly, uses, employs, operates or creates a computer program to simulate the human behavior of a user (“Bots”). We reserve the right to add or remove Approved Regions at our sole discretion.

You are prohibited from accessing or using the App (or any of our other services) in, from or through a location where your use of the App would violate any Applicable Law. By using the App, you represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the App while located or residing in any such jurisdiction.

We may implement controls to restrict access to the App from any jurisdiction from which use of the App is prohibited. You shall comply with such restrictions, even if the methods imposed by us to prevent the use of the App are not effective or can be bypassed.

1. USE OF THE APP; ACCOUNT SET-UP AND SECURITY

(i) Account and Wallet Set-Up. To most easily use the App, you should first install a web browser (such as the Google Chrome web browser), or utilize the Apple App Store or Google Play Store. You will also need to use the Dapper® electronic wallet or another supported electronic wallet, which will enable you to purchase and store Digital Tokens that you collect or purchase via the App. Each Digital Token is a Non-Fungible Token (an “NFT”)  on the Flow™ blockchain network (the “Flow Network”). 

(ii) Account Registration. You must provide accurate and complete registration information when you create an account for the App. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. We reserve the right to reclaim usernames without liability to you.

(iii) Account Security. You are responsible for the security of your account for the App and for your electronic wallets. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at [email protected].

(iv) Account Transactions. You can use your electronic wallet to purchase, store, and engage in transactions using your credit card, debit card, ACH, Wire transactions, or via one or more cryptocurrencies that we may elect to accept from time to time. Transactions that take place on the App are managed and confirmed via the Flow Network. You understand that your Flow Network public address will be made publicly visible whenever you engage in a transaction on the App.

 2. PURCHASING, EARNING, CRAFTING, AND LOCKING YOUR PINS

(i) Pins. The App allows you to purchase, trade, sell, collect Digital Tokens and utilize each Digital Token’s associated Disney content as permitted herein. Each Digital Token is an NFT on the Flow Network. 

(ii) Characteristics of Pins. Pins are generally comprised of a Digital Token and content in the form of an illustration, animation, or video of one or more Disney Characters, a magnetic clasp, and may also include “magical” interactions such as a video projection. Each Pin has a defined set of attributes upon creation, including material, size, depth, and effects.

(iii) Subjectivity of Pins. The value of each Pin is inherently subjective, in the same way the value of other collectibles is inherently subjective. Pins have no inherent or intrinsic value. Some collectors might prefer to have a Pin featuring a certain Disney character, while another might prefer an equivalent Pin featuring a different Disney character. Disney characters can have more than one Pin associated with them, and those Pins will each have different characteristics.

(iv) Purchasing Digital Tokens. You can purchase Digital Tokens (thereby acquiring the right to utilize that Digital Token’s associated Disney content as permitted herein) in three ways: (a) by buying a Digital Token from us on the App; (b) by buying packs of Digital Tokens from us on the App (each, a “Pack”); or (c) by buying one or more Digital Tokens from other users in the App’s marketplace (the “Marketplace”). There are different types of Packs available for purchase on the App, and we reserve the right to modify the types, prices and numbers of Packs available at our discretion. Depending on the type of Pack you buy, you will collect Pins of varying levels of scarcity. Before you buy a Pack, we will let you know the types of Pins (but not the exact Pins) that are contained in that Pack as well as the probability of obtaining each possible pack construct (broken down by Pin scarcity), where applicable. 

You understand, agree, and acknowledge that you may not be eligible to purchase certain Packs. Eligibility criteria, where applicable, will be provided within the user interface. In addition, you understand that despite being eligible to purchase a Pack(s), you may not be selected to purchase a Pack(s). 

Certain Packs will be distributed using an automated process that randomly selects eligible participants to purchase a Pack(s) until the Packs are sold out (a “Pack Drop”). The likelihood of selection during a Pack Drop depends on the number of eligible participants, time of entry, and the number of Packs available for purchase. There is no purchase necessary in order to join a Pack Drop that you are eligible to participate in. You agree that DLI has made no warranty, representation, or guarantee, expressed or implied, in fact or in law, relating to any eligibility to purchase a Pack(s) during a Pack Drop.

Packs may also be distributed via a unique URL or similar mechanism that permits you to purchase a Pack(s) for a limited period. You understand, agree, and acknowledge that DLI is under no obligation to sell you a Pack if you do not complete your purchase during the allotted time and that DLI has made no warranty, representation, or guarantee, express or implied, in fact or in law, to provide you with a substitute opportunity to purchase a Pack. In addition, you understand and agree that you will not forward or otherwise distribute the unique URL to any other person. 

If you buy or obtain an individual Digital Token from another user in the Marketplace (or by utilizing the “trade” feature), you will know the exact Pin that you are purchasing or obtaining. 

(v) Earning Pins. You may be able to earn Digital Tokens (and the right to utilize that Digital Token’s associated Disney content as permitted herein) for free by participating in certain contests or marketing campaigns on the App, or by completing certain in-App or in-person tasks that we may make generally available from time to time.

(vi) Showcasing Pins: The “Showcase” feature of the App allows you to organize your Pins into collections, and show them to your friends. 

3. PAYMENT, GAS FEES, AND TAXES

(i) Financial Transactions on App. Any payments or financial transactions that you engage in via the App will be conducted solely through fiat payment rails or via the Flow Network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the App, or any other payment or transactions that you conduct via the Flow Network. We do not provide refunds for any purchases that you might make on or through the App – whether for Pins, Packs, or anything else.

(ii) Gas Fees. Every transaction on the Flow Network requires the payment of a transaction fee (each, a “Gas Fee”). The Gas Fees fund the network of computers that run the decentralized Flow Network. This means that you will need to pay a Gas Fee for each transaction that you instigate via the App. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Gas Fee for any transaction that you instigate via the App.

(iii) Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the App. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including Gas Fees) made to us pursuant to these Terms. To allow us to determine our tax obligations, unless you otherwise notify us in writing, you confirm that you are not a resident in Canada nor are you registered for Goods and services tax / Harmonized sales tax (GST / HST) or Provincial sales taxes (PST) in Canada, and will inform us if your status changes in the future.

(iv) Royalties. Sales and resales of Digital Tokens may be subject to a royalty to compensate us and our licensors. The royalty may be deducted from the sale price of secondary sales of those Digital Tokens. You acknowledge that the royalty may either be incorporated into the Digital Token’s smart contract and or otherwise programmed into the platform through which sales and resales are made.

4. OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS

YOUR OWNERSHIP OF DIGITAL TOKENS WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE LAWFULLY ACQUIRED SUCH DIGITAL TOKENS FROM A LEGITIMATE SOURCE AND NOT THROUGH ANY OF THE CATEGORY B PROHIBITED ACTIVITIES (AS DEFINED BELOW). NOTE, THE DIGITAL TOKEN IS SEPARATE AND DISTINCT FROM THE DISNEY CONTENT. THE DIGITAL TOKEN ENTITLES YOU TO A LIMITED LICENSE (AS DESCRIBED BELOW) TO THE DISNEY CONTENT AS SET FORTH IN THESE TERMS. YOUR POSSESSION, CONTROL, OR OTHER RIGHTS IN THE DIGITAL TOKEN DO NOT PROVIDE OWNERSHIP IN THE ASSOCIATED DISNEY CONTENT OR OWNERSHIP OF ANY INTELLECTUAL RIGHTS THEREIN.

Definitions 

For the purposes of this Section 4, the following capitalized terms will have the following meanings: 

“Art” means any art, design, and drawings (in any form or media, including, without limitation, video, animation, or photographs) that may be associated with a Digital Token that you Own.

“Own” means, with respect to a Digital Token, a Digital Token that you have purchased or otherwise rightfully acquired from a legitimate source (and not through any of the Category B Prohibited Activities (as defined below)), where proof of such purchase is recorded on the Flow Network.

“Purchased Digital Token” means a Digital Token that you Own. 

“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

(i) Ownership of Digital Token. Because each Digital Token is a NFT on the Flow Network, when you purchase a Digital Token in accordance with these Terms (and not through any of the Category B Prohibited Activities), you own the underlying NFT completely. This means that you have the right to swap your Digital Token, sell it, burn it, exchange it, upgrade it or give it away to the extent that such uses are made available in the App. Ownership of the Digital Token is mediated entirely by the Flow Network. Except as otherwise permitted by these Terms in cases where we determine that the Digital Token has not been rightfully acquired from a legitimate source (including, without limitation, through any of the Category B Prohibited Activities), at no point will we seize, freeze, or otherwise modify the ownership of any Digital Token. 

(ii) We Own the App. You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the App and Disney content, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App (collectively, the “App Materials”)). You acknowledge that the App Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All App Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the App or otherwise contained in the App Materials are proprietary to us or our licensors.

(iii) No User License or Ownership of App Materials, Entities, Projects, or Endeavors. Except as expressly set forth herein, your use of the App does not grant you ownership of or any other rights with respect to any content, code, data, or other App Materials that you may access on or through the App. We reserve all rights in and to the App Materials that are not expressly granted to you in these Terms. Further, purchase or acquisition or ownership of a Digital Token does not entitle you to any equity, voting rights, or ownership interest in any entity, project, or endeavor.

(iv) Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree: (a) that your purchase of a Digital Token, whether via the App or otherwise, does not give you any rights or licenses in or to the App Materials (including, without limitation, any copyright in and to the associated Art) other than those expressly contained in these Terms; (b) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the App Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.

(v) User License to Art. Subject to your continued compliance with these Terms, we grant you a worldwide, limited, non-exclusive, revocable (as permitted herein), non-transferable (except as otherwise expressly provided herein), non-sublicensable license to access, view, display, and use the Art (including, without limitation, all associated Disney content) associated with your Purchased Digital Token(s) for your personal, non-commercial use within the App and other platforms expressly approved by DLI. Except as expressly granted in these Terms, all rights are reserved by DLI and its licensors. For the avoidance of doubt, the foregoing license shall not extend to any user who obtained a Digital Token through illegal or improper means.

(vi) User Permission to Display Pin(s) on Social Media. You are permitted to display your Pin on certain Social Media Platforms which are embedded on the App provided that the Social Media Platform cryptographically verifies each Digital Token’s owner’s rights to display the Art for their Purchased Digital Token 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 Digital Token leaves the website/application. 

(vii) Restrictions. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Art associated with your Purchased Digital Token in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) create derivative works of a Pin, or any part thereof; (c) use the Art associated with your Purchased Digital Token to advertise, market, or sell any third party product or service; (d) use the Art associated with your Purchased Digital Token in any manner that violates applicable law or DLI’s policies or that may harm the reputation or goodwill associated with the App, DLI, or its licensors; (e) use the Art associated with your Purchased Digital Token in movies, videos, video games, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms and solely for your own personal, non-commercial use; (f) 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 associated with your Purchased Digital Token; (g) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art associated with your Purchased Digital Token;  (h) create, market, or sell any fractionalized interest in the Digital Tokens or associated Art; (i) disable or circumvent any security features implemented in connection with the Digital Token; or (i) otherwise utilize the Art associated with your Purchased Digital Token for your or any third party’s commercial benefit.

(viii) Third Party IP. If the Art associated with your Purchased Digital Token contains Third Party IP (e.g., licensed intellectual property from a third-party rights holder), you understand and agree as follows: (a) 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; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Art; and (c) to the extent that we inform you of such additional restrictions in writing, 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 the license contained in this Section 4.

(ix) Other Terms of License. The license granted in Section 4(v) above applies only to the extent that you continue to Own the applicable Purchased Digital Token. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased Digital Token for any reason, the license granted in Section 4(v) will immediately expire with respect to that Digital Token without the requirement of notice, and you will have no further rights in or to the Art for that Digital Token. The restrictions in Sections 4(vii) and 4(viii) will survive the expiration or termination of these Terms.

(x) User Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the App, including without limitation about how to improve the App (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

(xi) We and our licensors reserve the right to add, remove, replace, or modify certain utility, functionality, or benefits attached to ownership, in our sole and absolute discretion.

(xii)  Pins may be modified or removed from the App when required by DLI’s licensors or for other good cause, as determined by DLI or its licensors in their good faith discretion, including technical or commercial reasons.

5. CONDITIONS OF USE AND PROHIBITED ACTIVITIES

YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE APP, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE APP ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.

(i) User Warranties. Without limiting the foregoing, you warrant and agree that your use of the App will not (and will not allow any third party to):

(a) in any manner:

(1) involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;

(2) involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;

(3) involve the uploading, posting, transmitting or otherwise making available through the App any content that infringes the intellectual proprietary rights of any party;

(4) involve using the App to violate the legal rights (such as rights of privacy and publicity) of others; 

(5) involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);

(6) involve interfering with other users’ enjoyment of the App;

(7) involve exploiting the App for any unauthorized commercial purpose;

(8) involve modifying, adapting, translating, or reverse engineering any portion of the App;

(9) involve removing any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it;

(10) involve reformatting or framing any portion of the App;

(11) involve displaying any content on the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;

(12) involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users for any unauthorized purpose;

(13) involve accessing or using the App for the purpose of creating a product or service that is competitive with any of our products or services;

(14) involve abusing, harassing, or threatening another user of the App or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or

(15) involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the App or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers

(each, a “Category A Prohibited Activity”); and/or

(b) in any manner:

(1) involve creating user accounts by automated means or under false or fraudulent pretenses;

(2) involve creating a user account on behalf of a Prohibited User

(3) involve the impersonation of another person (via the use of an email address or otherwise);

(4) involve using, employing, operating, or creating a computer program to simulate the human behavior of a user or operating a Bot;

(5) involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the App (including, without limitation, purchases of Packs, or of Digital Tokens on the Marketplace, or trades through the Trading feature);

(6) involve acquiring Digital Tokens through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a Digital Token and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Digital Token or selling, gifting or trading the Digital Token to someone else);

(7) involve the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the App;

(8) involve offering Digital Tokens through one or more transactions conducted on auction or marketplace sites that we have not approved in writing; or

(9) otherwise involve or result in the wrongful seizure or receipt of any Digital Tokens or other digital assets (each, a “Category B Prohibited Activity” and, together with Category A Prohibited Activity, the “Prohibited Activities”).

(ii) Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Digital Tokens’ images and descriptions from the App. If we delete your Digital Tokens’ images and descriptions from the App, such deletion will not affect your ownership rights in any Digital Tokens that you already Own, but you will not receive a refund of any amounts you paid for those Digital Tokens. 

NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE CATEGORY B PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR DIGITAL TOKENS’ IMAGES AND DESCRIPTIONS FROM THE APP, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) TO IMMEDIATELY CONFISCATE ANY DIGITAL TOKENS THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.

6. TERMINATION

(i) You Terminate. You may terminate these Terms at any time by canceling your account on the App and discontinuing your access to and use of the App. If you cancel your account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the App – whether for Digital Tokens, Packs, or anything else.

(ii) We Terminate. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the App without the provision of prior notice. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.

(iii) Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the App due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Activities), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.

(iv) Referral to Governmental Authority. We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the App. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the App.

(v) Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the App or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1 and 3 through 17 will survive the termination or expiration of these Terms for any reason.

YOU WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

7. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THAT THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE; (IV) THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE FLOW NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, THE FLOW NETWORK, OR ANY ELECTRONIC WALLET.

DIGITAL TOKENS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE FLOW NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE FLOW NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.

WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE FLOW NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE FLOW NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

WE DO NOT GUARANTEE THAT THE APP AND ANY ASSOCIATED SERVICES WILL CONTINUE INDEFINITELY.  YOU ASSUME THE RISK THAT DIGITAL TOKENS AND ASSOCIATED ART MAY NOT BE AVAILABLE OR SUPPORTED.

8. LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.

9. ASSUMPTION OF RISK

(i) Value and Volatility. The market for NFTs is new and volatile, and the price of a Digital Token as it relates to fiat currency may greatly vary over a short period of time, impacting the liquidity and price of a Digital Token.  Each Digital Token has no inherent or intrinsic value. Pins are intended for personal consumptive entertainment and enjoyment and are not intended or suitable for investment, speculation, or financial gain. We cannot guarantee that any Digital Tokens purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the Disney Pinnacle ecosystem may materially impact the value, liquidity, and desirability of any particular Digital Token.  

(ii) Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your Digital Token-related transactions. We are not responsible for determining the taxes that apply to your transactions on the App.

(iii) Use of Blockchain. The App does not store, send, or receive Digital Tokens. This is because Digital Tokens exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the Flow network. Any transfer of Digital Tokens occurs within the supporting blockchain in the Flow network, and not on the App.

(iv) Inherent Risks with Internet Currency. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Flow Network or any other Network, however caused.

(v) Regulatory Uncertainty. The Digital Tokens are not securities as defined under the securities laws of the United States or Canada. However, the regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Disney Pinnacle ecosystem, and therefore the potential utility or value of your Digital Tokens.  Specifically, domestic or foreign governments may adopt legislation or regulations that negatively impact the use, transfer, exchange, or price of the Digital Tokens.

(vi) Software Risks. Upgrades to the Flow Network, a hard fork in the Flow Network, or a change in how transactions are confirmed on the Flow Network may have unintended, adverse effects on all blockchains using the Flow Network’s NFT standard, including the Disney Pinnacle ecosystem. 

(vii) Other Risks.  Bad actors may hack or exploit systems and steal Digital Tokens or appropriate digital assets or attempt to impersonate owners of Digital Tokens, counterfeit Digital Tokens, sell replicas of original Digital Tokens, or misuse art tied to Digital Tokens.  NFTs compete with other digital assets, and this competition may negatively impact the price of Digital Tokens.  DLI may go out of business, declare bankruptcy or cease operations, thereby affecting the use or value of Digital Tokens.  Changes to economies in the real world, as well as changes to virtual economies, may negatively impact the value of or trading activity in NFTs generally and in the Digital Tokens specifically.  New technologies may replace NFTs and other digital assets and platforms, thereby limiting the liquidity and value of and demand for Digital Tokens.  For the sake of clarity: (i) purchase or acquisition of Digital Tokens does not entitle you to any equity or ownership interest in any entity, project, or endeavor; and (ii) your funds are not being pooled or used by DLI or its licensors to add functionality or utility to the App or any Digital Tokens being sold.

10. INDEMNIFICATION

You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to: (i) your breach of these Terms; (ii) your misuse of the App; (iii) your accidental, unintentional, and/or unintended use of the App; or (iv) your violation of applicable laws, rules or regulations in connection with your access to or use of the App. You agree that we will have control of the defense or settlement of any such claims.

11. EXTERNAL SITES

The App may include hyperlinks to other websites or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.

12. FORCE MAJEURE

(i) Force Majeure Events. We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labour stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control.

(ii) Performance During Force Majeure Events. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section 12, we may thereafter terminate these Terms upon fifteen (15) days' written notice.

13. CHANGES TO THE APP

We are constantly innovating the App to help provide the best possible experience. You acknowledge and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice.

14. CHILDREN

You affirm that you are over the age of 18. The App is not intended for children under 18. If you are under the age of 18, you may not use the App. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the App. 

15. PRIVACY POLICY

Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

16. DISPUTE RESOLUTION; BINDING ARBITRATION

YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.

YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

(i) Binding Arbitration. All disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the Vancouver International Arbitration Centre.

The appointing authority shall be the Vancouver International Arbitration Centre.

The case shall be administered by the Vancouver International Arbitration Centre in accordance with its Rules.

The place of arbitration shall be Vancouver, British Columbia, Canada.

(ii) Arbitration Fees. 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, we will pay them for you.

(iii) Award Enforcement. 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.

(iv) Our Equitable Remedies. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

17. INTELLECTUAL PROPERTY NOTICES 

DISNEY and all related characters and elements are trademarks of and © DISNEY.

PIXAR and all related characters and elements are trademarks of and © Disney/Pixar.

STAR WARS and all related characters and elements are trademarks of and © Lucasfilm Ltd. 

18. GENERAL

(i) Entire Agreement. These Terms and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the App, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the App, whether oral or written.

(ii) No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you

(iii) Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

(iv) Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

(v) No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.

(vi) Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the State of New York and the laws applicable therein without giving effect to any choice or conflict of law provision or rule.

(vii) Venue. Subject to Section 16 of these Terms, any legal action or proceeding arising under these Terms will be brought exclusively in the State or Federal courts of the State of New York located in Manhattan, NYC, and we and you irrevocably consent to the personal jurisdiction and venue there.

(viii) Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the App. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(ix) Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.

Exhibit A

• Afghanistan 

• Balkans 

• Belarus

• Burundi 

• Central African Republic 

• China 

• Cote d'Ivoire 

• Cuba 

• Democratic Republic of Congo 

• Eritrea 

• Guinea-Bissau 

• Hong Kong 

• Iran 

• Iraq 

• Lebanon 

• Liberia 

• Libya 

• Mali 

• Macau 

• Myanmar 

• Nicaragua 

• North Korea 

• Somalia 

• South Sudan 

• Sudan and Darfur 

• Syria 

• Taiwan 

• Tunisia 

• Ukraine (including Crimea, Donetsk, and Luhansk regions)

• Venezuela 

• Yemen 

• Zimbabwe


© Dapper Labs, Inc. © Disney © Disney/Pixar © & ™ LUCASFILM LTD. All rights reserved.