Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

Application means the software program provided by the Company downloaded by You on any electronic device, named ANIMO Stars Arena.

Application Store means the digital distribution service (e.g. Apple App Store, Epic Games Store, or Steam) in which the Application has been downloaded.

Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for election of directors or other managing authority.

Account means a unique account created for You to access our Service or parts of our Service.

Country refers to: Florida, United States.

Company (referred to as either "the Company", "We", "Us", or "Our" in this Agreement) refers to ANIMO Industries, Inc., 1 Alhambra Plaza STE 1410. Coral Gables, FL 33134.

Device means any device that can access the Service such as a computer, a cellphone, or a digital tablet.

Feedback means feedback, innovations, or suggestions sent by You regarding the attributes, performance, or features of our Service.

Goods refer to the digital items offered for sale on the Application Store. Tokenization refers to the act of assigning a unique token address on any given blockchain to specific Goods.

In-game NFT refers to Goods that have been Tokenized and sent to You via any given blockchain (e.g. Ethereum, Avalanche, Moonbase, or Polygon).

Virtual Currency refers to the non-convertible digital currency used exclusively to purchase goods in the Application or Web Store.

Web Store refers to the Shop on the official website of the Company where You can purchase Goods for use in the Application using Virtual Currency.

In-app Purchase refers to the purchase of a product, item, service, or Subscription made through the Application and subject to these Terms and Conditions and/or the Application Store's own terms and conditions.

Orders mean a request by You to purchase Goods from Us.

Promotions refer to contests, sweepstakes, or other promotions offered through the Service.

Service refers to the Application.

Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.

Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.

Third-party Social Media Service means any services or content (including data, information, products, or services) provided by a third-party that may be displayed, included, or made available by the Service.

You (also referred as "User") means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

By placing an Order for Goods through the Service, You warrant that You are legally capable of entering into binding contracts.

Your Information

If You wish to place an Order for Goods available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.

You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You supply to us is true, correct and complete.

By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your Order.

Order Cancellation

We reserve the right to refuse or cancel Your Order at any time for certain reasons including but not limited to:

• Goods availability
• Errors in the description or prices for Goods
• Errors in Your Order

We reserve the right to refuse or cancel Your Order if fraud or an unauthorized or illegal transaction is suspected.

Your Order Cancellation Rights

Any Goods you purchase can only be returned in accordance with these Terms and Conditions and Our Returns Policy.

Our Returns Policy forms a part of these Terms and Conditions. Please read our Returns Policy to learn more about your right to cancel Your Order.

Your right to cancel an Order only applies to Goods that are returned in the same condition as You received them. You should also include all of the product's instructions, documents and wrappings. Goods that are damaged or not in the same condition as You received them or which are worn simply beyond opening the original packaging will not be refunded. You should therefore take reasonable care of the purchased Goods while they are in Your possession.

We will reimburse You no later than 14 days from the day on which We receive the returned Goods. We will use the same means of payment as You used for the Order, and You will not incur any fees for such reimbursement.

Your right to cancel an Order for the supply of any of the following Goods:

• The supply of Goods made to Your specifications or clearly personalized.
• The supply of Goods which according to their nature are not suitable to be returned, deteriorate rapidly or where the date of expiry is over.
• The supply of Goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery.
• The supply of Goods which are, after delivery, according to their nature, inseparably mixed with other items.
• The supply of digital content which is not supplied on a tangible medium if the performance has begun with Your prior express consent and You have acknowledged Your loss of cancellation right.

Availability, Errors and Inaccuracies

We are constantly updating Our offerings of Goods on the Service. The Goods available on Our Service may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our Goods on the Service and in Our advertising on other websites.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Prices Policy

The Company reserves the right to revise its prices at any time prior to accepting an Order.

The prices quoted may be revised by the Company subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs and any other matter beyond the control of the Company. In that event, You will have the right to cancel Your Order.

Payments

All Goods purchased are subject to a one-time payment. Payment can be made through various payment methods we have available, such as Visa, MasterCard, Affinity Card, American Express cards or online payment methods (PayPal, for example).

Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your Order.

Returns Policy

Any Goods that have been tokenized by You immediately becomes ineligible for a refund or cancellation. Additionally any Goods that have been used at least once in the Application immediately become ineligible for a refund or cancellation.

Tokenization

Any Goods that have been tokenized by You become Your sole responsibility as they are transferred to your custody on any available blockchain of preference. Tokenization does not grant You exclusive rights, ownership or licenses of any kind. Tokenization is available for You through the Application and Web Store as long as the available blockchain of preference is available and supported by Us. We reserve the right to disable the Tokenization features for You.

Subscription period

The Service or some parts of the Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.

Subscription cancellations

You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.

If the Subscription has been made through an In-app Purchase, You can cancel the renewal of Your Subscription with the Application Store.

Billing

You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.

Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

If the Subscription has been made through an In-app Purchase, all billing is handled by the Application Store and is governed by the Application Store's own terms and conditions.

Fee Changes

The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.

The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.

If the Subscription has been made through an In-app purchase, the Application Store's refund policy will apply. If You wish to request a refund, You may do so by contacting the Application Store directly.

The Application may include In-app Purchases that allow you to buy products, services or Subscriptions.

More information about how you may be able to manage In-app Purchases using your Device may be set out in the Application Store's own terms and conditions or in your Device's Help settings.

In-app Purchases can only be consumed within the Application. If you make an In-app Purchase, that In-app Purchase cannot be cancelled after you have initiated its download. In-app Purchases cannot be redeemed for cash or other consideration or otherwise transferred.

If any In-app Purchase is not successfully downloaded or does not work once it has been successfully downloaded, we will, after becoming aware of the fault or being notified of the fault by You, investigate the reason for the fault. We will act reasonably in deciding whether to provide You with a replacement In-app Purchase or issue You with a patch to repair the fault. In no event will We charge You to replace or repair the In-app Purchase. In the unlikely event that we are unable to replace or repair the relevant In-app Purchase or are unable to do so within a reasonable period of time and without significant inconvenience to You, We will authorize the Application Store to refund You an amount up to the cost of the relevant In-app Purchase. Alternatively, if You wish to request a refund, You may do so by contacting the Application Store directly.

You acknowledge and agree that all billing and transaction processes are handled by the Application Store from where you downloaded the Application and are governed by that Application Store's own terms and conditions.

If you have any payment-related issues with In-app Purchases, then you need to contact the Application Store directly.

Xsolla is a global distributor of in-game items/keys/inconvertible virtual currency.

Promotions

Any Promotions made available through the Service may be governed by rules that are separate from these Terms.

If You participate in any Promotions, please review the applicable rules as well as our Privacy policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features, and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

You assign all rights, title, and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and exploit such Feedback without restriction.

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of the course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards, or be error-free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of its providers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, time bombs, or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case, the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

If You are a U.S. federal government end user, our Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

If you have any questions about these Terms and Conditions, You can contact us:

• By email: [email protected]

ANIMO is a generative collection of digital artwork, also known as a non-fungible token ("NFT") housed and run on the Ethereum Network. These Terms of Use ("Terms") shall constitute a binding contract between you (the "User") and ANIMO. Agreement to these Terms is required in order to access or use any of ANIMO's website(s), products, services, and applications.

The products and services provided include, without limitation, the creation, purchase, sale and exchange of digital assets (the “Services”). Any access to or use of the Services via ANIMO's website or applications, including the use of the website and application themselves, shall be deemed to be part of the Services and subject to the Terms hereunder.

ANIMO reserves the right to update, change or replace any part of these Terms without prior written notice at any time, and it is the User's responsibility to periodically review these Terms to stay informed of updates.

When you purchase your ANIMO NFT, you own the NFT. The ownership is transferred to the User on the Ethereum blockchain for that individual NFT and its specific combination of traits and number (“Art”). Ownership of the NFT is ruled by the smart contract and the Ethereum Network terms. Users certify through purchase that they understand that, as the ANIMO smart contract runs on the Ethereum Network and is bound by their system and terms, there is no ability to undo, reverse, or restore any transactions, nor can ANIMO alter, freeze, seize or modify the ownership of any ANIMO NFT.

Subject to your continued acceptance and compliance with these Terms, ANIMO allows you a worldwide, royalty-free license to use, copy and display the Art of your purchased NFT, along with any derivative artwork or extensions that you could create or use, limited by the following purposes

(i) for your own personal, non commercial use;

(ii) as part of a marketplace that allows the purchase and sales of your NFT, as long as the marketplace cryptographically verifies that you are the owner, to ensure that only the actual owner have the right to display the Art; or

(iii) as part of a third party website or application that permits the inclusion, involvement or participation of your ANIMO NFT, provided that the website or the application cryptographically verifies each ANIMO owner's right to display the Art for their ANIMO, to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the actual owner of the ANIMO leaves the website or application.

ANIMO grants the User a limited, worldwide, non-exclusive license, non-transferable license to use, copy, and display the Art for your purchased ANIMO NFT for the purpose of commercializing individual merchandise that includes, contains, or consists of the Art from your ANIMO NFT (“Commercial Use”).

The User understands and acknowledges that their Commercial Use of the Art and ANIMO NFT is limited to the image of the NFT in fullness only. The individual layered files and traits are proprietary and are exclusively the property of ANIMO. The User shall not, nor permit through a third party, do any of the foregoing without the express prior written notice from ANIMO:

(i) modify the Art for the NFT in any way, including but not limited to, the shapes, designs, drawings, attributes, colour schemes, etc.;

(ii) Use the Art for the NFT to advertise, market, or sell any third party products or services;

(iii) Use the Art for the NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or any other behaviour which can be reasonably found to constitute hate speech or infringe upon the rights of others

(iv) Attempt to trademark, copyright, or otherwise acquire additional intellectual property rights or attempt to create and mint new NFTs which closely resemble ANIMO NFTs in any way.

The name and Intellectual Property involved in the ANIMO NFT Project is owned by the founders of ANIMO. The User agrees that all material, including without limitation, information, data, text, designs, graphics, images, logos, 3D layer files, look and feel of the user interface, the smart contract code, and any other content not specifically granted by licenses, is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and proprietary rights and laws.

The ANIMO logo and any ANIMO product names or slogans that may appear on ANIMO Services or on any of its affiliates and partners, may not be copied, imitated or used without the explicit written permission from ANIMO. Any reference to third party products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, partnership or recommendation by ANIMO.

The User understands and agrees that ANIMO NFTs are not meant to serve as investment vehicles and are subject to certain risks including without limitation:

(i) Price and liquidity of blockchain assets, including the NFTs, are extremely volatile and may be subject to fluctuations;

(ii) Fluctuations in the price of other digital assets could materially and adversely affect the NFTs;

(iii) Legislative and regulatory changes or actions may adversely affect the use, transfer, and value of the NFTs;

(iv) Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable.

(v) The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappear.

(vi) NFTs are subject to the risk of fraud, counterfeiting, cyber-attacks and other technological difficulties which may prevent access to or use of your NFTs.

The User understands and agrees that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. ANIMO does not give any advice or recommendations regarding the NFTs. You understand and agree that your access and use of the ANIMO Services is at your own risk. You understand and agree that ANIMO will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when accessing ANIMO Services.

The ANIMO NFTs exist on the Ethereum blockchain network. 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 of third parties obtaining unauthorized access to information stored on the User's digital wallet.

Except as expressly provided to the contrary in writing by ANIMO, the website or application, and the content contained therein, and the NFTs listed therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. ANIMO makes no warranty that the Services will (1) meet the User's requirements; (2) be available on an uninterrupted, timely, secure, or error-free basis; or (3) be accurate, reliable, complete, legal, or safe.

ANIMO will not be liable for any loss of any kind from any action taken or taken in reliance on material or information contained on the website or application. ANIMO does not represent or warrant that any content on its Services are accurate, complete, reliable, current or error-free.

While ANIMO attempts to make the User's access to and use of the Services and content safe, ANIMO does not represent or warrant that the Services, content, or any other part of the website or application are free of viruses or other harmful components. ANIMO does note guarantee the security of any data that you disclose online. The User acknowledges and accepts the inherent security risks of providing information and dealing online over the Internet. ANIMO will not be responsible for any breach of security unless it is due to gross and wilful negligence.

ANIMO will not be responsible or liable to the User for any loss and takes no responsibility for, and will not be liable for, any use of the NFTs including but not limited to, any losses, damages, or claims arising from: (1) user error such as forgetting your password(s), incorrect transactions, or mistyped addresses; (2) server failure or data loss; (3) corrupted wallet files; (4) loss of NFTs.

To the fullest extent provided by law, ANIMO hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the site and content contained therein. the foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

The user understands and agrees that ANIMO, its affiliates and licensors will not be liable to you or to any third party for any direct, 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 proceurement of substitute goods ore services, or any other intangible loss, even if we have been advised of the possibility of such damages.

The user agrees and acknowledges that ANIMO's 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 site, or art, whether in contract, tort, strict liability, or any other legal theory, is limited to the greater of (a) the amounts actually paid by you to animo under these terms in the 12 month period preceding the date the claim arose, or (b) $100

The user agrees and acknowledges that ANIMO has made this site available to you and entered into these terms in reliance upon the warranty disclaimers and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk betwene the parties and form an essential basis of the bargain between us. animo would not be able to provide the site or art to you without these limitations.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, and some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so the above limitations may not apply to personal injury claims.