About Nomu OG

Nomu OG is a collection of digital artwork associated with non-interchangeable units of data running on the Solana network (“Non-Fungible Tokens” or “NFTs”). This website is only an interface allowing participants to purchase NFTs. Users are entirely responsible for the safety and management of their own private Solana wallets and for validating all transactions and contracts generated by this website. Furthermore, as the Nomu OG smart contract runs on the Solana network, there is no ability to undo, reverse, or restore any transactions.

Legal Agreement

These Nomu OG Staking Terms and Conditions (the “Terms”), are a legally binding agreement by and between Nomu Labs Ltd., a company registered and existing under the laws of the British Virgin Islands, having its registered address at Asia Leading Chambers, Road Town, Tortola, VG1110, British Virgin Islands (“Company”) and: (i) you as a purchaser in the Nomu OG Sale (defined below); and (ii) any subsequent purchaser(s) of a Nomu OG Collectible (defined below) (collectively and as applicable, “You” and “Your”). Company and You may be referred to throughout these Terms collectively as the “Parties” or individually as a “Party” .

1. Agreement to Terms. By participating in the Nomu OG Sale and Staking (as defined below) one or more Nomu OG Collectibles at https://www.nomu.dev, You acknowledge that You have carefully read and agree to be bound to these Terms.

“Nomu OG Collectible”. “Nomu OG Collectible” means a NFT that, as of its genesis issuance, is linked to a display of Nomu OG Art. Nomu OG Collectibles are electronic records recorded on the Solana network.

“Nomu OG Art”. “Nomu OG Art” means the digital art that is generated by and owned by the Company and is linked to the Nomu OG Collectibles. For avoidance of doubt, the Nomu OG Art is digital in nature and does not include any items or representations that have physical dimensions such as mass or volume.

Scope. The Terms govern Your participation in the Primary Transactions and subsequent Staking on https://www.nomu.dev (the “Collectibles Website”), which is facilitated by the Company, as well as Secondary Transactions between Transferors and Transferees (as defined below). Solana is not a party to these Terms.

(a) Additional Terms. The access and use of the Collectibles Website are subject to the separate terms of the Collectibles Website. You further acknowledge that You have carefully read and have accepted the (i) Terms of Use located on the Collectibles Website https://www.nomu.dev (the “Collectibles Website Terms”) because the Collectibles Website Terms governs Your use of the Collectibles Website. If there is a conflict between the Collectibles Website Terms and these Terms with respect to the Nomu OG Collectible Sale and Staking, the Nomu OG Collectibles, and Nomu OG Art, these Terms shall prevail.

(b) Your Information. As a condition of participating in the Nomu OG Collectible Sale and Staking, using the Collectibles Website, and any time You provide Your information (including personal information (also known as personally identifiable information or personal data) to Company or that Company collects from You when using the Collectibles Website (including information collected automatically by the use of cookies or other similar technologies), You agree to the collection, use, storage, sharing (i.e., by way of example only, with Company, its affiliates, and with third-party partners, service providers, etc.), transfer, and processing of Your information by Company for the purposes of providing the Collectibles Websites and the services available therein, to administer the Nomu OG Collectible Sale and Staking, and to comply with applicable laws, rules, and regulations.

2. The Nomu OG Collectible Sale. The “Nomu OG Collectible Sale” means the sale hosted on the Collectibles Website during the Sale Dates (defined below).

(a) Sale Dates. The dates as displayed on the Collectibles Website and other electronic means of communication such as blogs, emails and social media (“Sale Dates”). The Company reserves the right to terminate or extend the Nomu OG Collectible Sale at any time.

(b) Purchases. During the Nomu OG Collectible Sale, You can purchase Nomu OG Collectibles made available on the Collectibles Website. You are required to follow any and all instructions published on the Collectibles Website as at the date of the Nomu OG Collectible Sale for you to make a valid purchase of the Nomu OG Collectibles. The Company retains the right, in its sole discretion, to cancel or reject a purchase at any time. As further provided in Section 7(c) below, You will be responsible for any fees incurred in connection with any purchases that You make.

(c) Transfer Timing. Transfer of the Nomu OG Collectible to the cryptoasset wallet(s) designated by you (the “Wallet(s)) may take up to ten (10) days.

(d) Conduct. As a condition to Your participation in the Nomu OG Collectible Sale and any subsequent Staking, You agree:

(i) Avoid Anticompetitive Conduct. to avoid any anticompetitive conduct, such as actions that are deceptive or would artificially inflate or deflate the price of a Nomu OG Collectible, or stimulate demand for a Nomu OG Collectible;

(ii) Report Suspicious Activity. to report any suspicious activity to the Company at: support@nomu.dev

(iii) No Attacks or Tampering. that You will not attack, hack, DDOS, interfere with, or otherwise tamper with the smart contract associated with any Nomu OG Collectible;

(iv) Lawful Purpose Only. that You will not participate in the Nomu OG Collectible Sale or Staking to conceal or transfer proceeds relating to criminal activity or purchase a Nomu OG Collectible for any reason other than to obtain the Nomu OG Collectible;

(v) Solana Volatility and Congestion. that the Solana native token is a volatile asset that often experiences periods of high price volatility and instability. Often a consequence of rapidly changing prices and demand, the Solana blockchain can also experience significant periods of network congestion, slow to stagnant processing speeds, and unpredictable failures; and

(vi) Network or Contract Failures. that You understand and acknowledge that purchases made during the Nomu OG Collectible Sale may never be received or processed by the Nomu OG Collectible smart contract due to network or smart contract failures.

3. Nomu OG Collectible Rewards.

(a) Staking. You can choose to lock your Nomu OG Collectible(s) at any time in a designated smart contract developed by the Company and accessible via the Collectibles Website, for the purpose of supporting the Nomu OG ecosystem (“Staking”).

(b) Staking Program Benefits. Staking your Nomu OG Collectible(s) within the parameters required at any given time (as decided by the Company in its sole and absolute discretion) and, as displayed on the Collectibles Website, shall thereby receive additional benefits, as listed in the Collectibles Website (the “Staking Program”). In the event that you redeem Staked Nomu OG Collectible(s), the benefits attached thereto will be immediately suspended and may only be recovered by Staking the Nomu OG Collectible(s) again.

(c) Rewards. By Staking your Nomu OG Collectible(s), you may be entitled to rewards, which may differ in type, value and time of distribution (the “Reward(s)”). The type of Rewards and the timeframe in which such Rewards will be distributed to you, if any, shall be determined by the Company in its sole and absolute discretion. Rewards may vary during the lifetime of the Staking Program. Rewards may include, but shall not be limited to, early and/or exclusive access to new features and/or products, discounts, cashbacks on certain transactions, airdrops and/or other perks. The Company reserves the right, without any prior notice and at any time, to substitute a Reward with similar alternatives of equal or greater value.

(d) Airdrops Are Not Dividends. By participating in the Staking Program, you understand and agree that any airdrops you may receive do not represent a dividend or interest payment related to your Nomu OG Collectible(s), but merely a discretionary gift by the Company for your engagement with the Nomu OG.

(e) Airdrop Delivery. Airdrop Rewards, if any, will be transferred only to the Wallet(s) designated by you via the Collectibles Website. Airdrop Rewards will be rounded to non-integer, rational numbers to the sub-cent, which is the smallest possible decimal.

(f) Transfer Delays. You hereby understand and agree that there may be some delays or lags in transferring Rewards to your Wallet. The Company cannot be held responsible for any damage (loss or unrealised gains) incurred as a result of such delays or lags.

(g) No Claims; Waiver. You understand and agree that you will have no claim whatsoever against the Company as a result of your participation in the Staking Program and hereby waive any right or claim against the Company, its directors, management, employees, shareholders, agents, representatives, service providers, technology provider(s), attorneys, affiliates, subsidiaries, holding company or any person or entity acting for or on behalf of the Company (“Related Persons”) as a result of your participation in the Staking Program on the basis of these Terms.

4. Ownership of Nomu OG Collectible.

(a) Ownership Rights. If You acquire a Nomu OG Collectible, You own all personal property rights to that Nomu OG Collectible (e.g., the right to freely sell, transfer, or otherwise dispose of that Nomu OG Collectible). Such rights, however, do not include the ownership of the intellectual property rights in the Nomu OG Art. Rights to the Nomu OG Collectible are licensed pursuant to Sections 5 and 6 below.

(b) Prohibited Transferees; Definitions. You represent and warrant that You will not transfer a Nomu OG Collectible in any Secondary Transaction to a Transferee that is located in a jurisdiction that is subject to trade or economic sanctions, such as, but not limited to EU- , CH- or United Nations Security Council Sanctions (“Prohibited Transferees”). A “Secondary Transaction” means any transaction in which a Nomu OG Collectible is sold by one owner to another, or is otherwise transferred in any manner that is not a Primary Transaction; and “Primary Transaction” means a transaction facilitated through the Collectibles Website in which a Nomu OG Collectible is first sold.

5. Personal Use. Subject to Your continued compliance with these Terms, the Company grants You a limited, revocable, worldwide, royalty-free license to use, copy, and display the purchased Nomu OG Collectible, along with any extensions that You choose to create or use, solely for the following purposes: (i) for Your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of Your Nomu OG Collectible, provided that the marketplace cryptographically verifies each Nomu OG Collectible owner can display it; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of Your Nomu OG Collectible provided that the website/application cryptographically verifies each Nomu OG Collectible owner's rights to display the Nomu OG Collectible to ensure that only the actual owner can display the Nomu OG Collectible, and provided that the Nomu OG Collectible is no longer visible once the owner of the Nomu OG Collectible leaves the website/application.

6. Commercial Use. Subject to Your continued compliance with these Terms, the Company grants You an limited, revocable, worldwide license to use, copy, and display the purchased Nomu OG Collectible for the purpose of creating derivative works (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Nomu OG Collectible to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Nomu OG Collectible. For the sake of clarity, nothing in this Section will be deemed to restrict You from (i) owning or operating a marketplace that permits the use and sale of Nomu OG Collectible generally, provided that the marketplace cryptographically verifies each Nomu OG Collectible owner's rights to display the Nomu OG Collectible to ensure that only the actual owner can display the Nomu OG Collectible; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of the Nomu OG Collectible generally, provided that the third party website or application cryptographically verifies each Nomu OG Collectible owner's rights to display the Nomu OG Collectible to ensure that only the actual owner can display the Nomu OG Collectible, and provided that the Nomu OG Collectible is no longer visible once the owner of the Purchased Nomu OG Collectible leaves the website/application; or (iii) earning revenue from any of the foregoing.

7. Intellectual Property. Other than the rights to the Nomu OG Collectible granted pursuant to Sections 5 and 6 above, nothing herein shall You any rights to any other trademarks or other intellectual property rights belonging to the Company. All of these rights are expressly reserved in the name of the Company

8. Payment and Fees.

(a) Purchaser Qualification. You represent and warrant that You (i) are not located in a jurisdiction that is subject to trade or economic sanctions, such as, but not limited to EU- , CH- or United Nations Security Council Sanctions.

(b) Form of Payment. Company agrees to accept payment for the Primary Transaction Purchase Price via the Solana token, meaning that such purchase transactions will be conducted solely through the Solana network; provided that Company may elect to accept other methods or forms of payment on an as converted to U.S. dollars basis in its sole discretion.

(c) Fees. Solana requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Solana network. The Gas Fee funds the network of computers that run the decentralized Solana network. This means that you will need to pay a Gas Fee for each transaction. By buying or selling a Nomu OG Collectible on Collectibles Website or any other platform, You agree to pay all applicable fees. Company does not have any insight into or control over these payments or transactions, nor does Company have the ability to reverse any transactions. Accordingly, the Company will have no liability to You or to any third party for any claims or damages that may arise as a result of any transactions of the Nomu OG Collectibles that You engage in.

(d) Transfers. All Secondary Transactions are subject to the following terms: (i) the Nomu OG Collectible transferee (the “Transferee”) shall, by receiving an ownership interest in the Nomu OG Collectible, be deemed to accept these Terms; (ii) the Nomu OG Collectible transferor (the “Transferor”) shall endeavor to provide notice to the Transferee of these Terms, including a link or other method by which the Terms can be accessed by the Transferee, (iii) the Transferor shall pay Company five percent (5%) of the gross amounts paid by the Transferee (the “Royalty Payment”).

(i) Blockchain Settlement. You further acknowledge and agree that all Secondary Transactions will be effected on the Solana blockchain, the blockchain network governing the Nomu OG Collectibles, and You will be required to make or receive payments exclusively through Your cryptocurrency wallet.

(ii) Royalty Enforcement. Without limitation of any other termination rights, Company may suspend or terminate the license to the Nomu OG Art if it has a reasonable basis for believing that You have engaged in an off-chain sale of the Nomu OG Collectible, or otherwise engaged in any off-chain transactions for the purchase or sale of the Nomu OG Collectible without making the applicable Royalty Payment. You, and all subsequent Transferees, shall be responsible for paying the Royalty Payment associated with the Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.

9. Company's Rights and Obligations to the Nomu OG Art. Company is not responsible for repairing, supporting, replacing, or maintaining the website hosting the Nomu OG Art, nor does Company have the obligation to maintain any connection or link between a Nomu OG Collectible and the corresponding Nomu OG Art.

10. Warranty Disclaimers and Assumption of Risk. You represent and warrant that You: (a) are at least the age of majority in Your place of residence and have the legal capacity to enter into these Terms, (b) will use and interact with the Nomu OG Collectibles and Art only for lawful purposes and in accordance with these Terms, and (c) will not use the Nomu OG Collectibles or Nomu OG Art to violate any law, regulation or ordinance or any right of Company, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further agree that You will comply with all applicable laws.

Disclaimer of Warranties. THE NOMU OG COLLECTIBLES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, COMPANY EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF USAGE OR TRADE. COMPANY MAKES NO WARRANTY THAT THE NOMU OG COLLECTIBLES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE NOMU OG COLLECTIBLES WEBSITE.

No Responsibility for Losses. COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE NOMU OG COLLECTIBLE, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH, AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO NOMU OG COLLECTIBLE; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE NOMU OG COLLECTIBLES.

Blockchain Nature. THE NOMU OG COLLECTIBLES ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH COMPANY DOES NOT CONTROL. COMPANY DOES NOT GUARANTEE THAT COMPANY OR SOLANA CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NOMU OG COLLECTIBLE. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE COLLECTIBLES WEBSITE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, COMPANY MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE COLLECTIBLES WEBSITE OR ANY PURPORTED SECONDARY TRANSACTIONS.

No Responsibility for Blockchain Failures. COMPANY IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NOMU OG COLLECTIBLES. COMPANY IS NOT RESPONSIBLE FOR LOSSES INCURRED DUE TO LATE RESPONSES BY DEVELOPERS OR REPRESENTATIVES (OR NO RESPONSE AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NOMU OG COLLECTIBLES, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES LEADING TO LOSSES.

11. Assumption of Risk. You accept and acknowledge all risks associated with the following:

(a) Taxes. You are solely responsible for determining what, if any, taxes apply to Your purchase, sale, or transfer of Nomu OG Collectibles. The Company is not responsible for determining or paying the taxes that apply to such transactions.

(b) Blockchain Transactions. Company does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by the Company. Transactions in Nomu OG Collectibles may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Nomu OG Collectibles shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that You initiated the transaction.

(c) Internet-Based Risks. There are risks associated with using an Internet based digital asset, 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 wallet. The Company will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when effecting Nomu OG Collectible transactions, however caused.

(d) Developing Laws. Digital assets, including blockchain based assets such as the Nomu OG Collectibles, are subject to developing laws and regulations.

(e) Third-Party Platforms. Transactions involving the Nomu OG Collectibles may rely on third-party platforms to perform transactions which are outside of Company's control. Therefore access to and interactions for the Nomu OG Collectibles may be limited or unavailable.

12. Links to Third Party Websites or Resources. Use and interaction of the Nomu OG Collectibles and Nomu OG Art may allow You to access third-party websites (including websites that host the Nomu OG Art) or other resources. The Company provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from Your use of any third-party resources. Under no circumstances shall Your inability to view the Nomu OG Art on a third-party website serve as grounds for a claim against the Company.

13. Indemnity. You shall defend, indemnify, and hold the Company Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Nomu OG Collectibles whether or not such person personally purchased the Nomu OG Collectibles) against any Company Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (A) Your purchase, ownership, use and interaction with the Nomu OG Collectibles or license to the Nomu OG Art, (B) Your breach or anticipatory breach of these Terms, (C) Your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Your use or interaction with the Nomu OG Collectibles, and (D) any misrepresentation made by You (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by the Company in the defense of any Claim and Losses. Notwithstanding the foregoing, Company retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Company reserves the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Company.

14. Limitation of Liability.

(a) Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE NOMU OG COLLECTIBLES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE NOMU OG COLLECTIBLES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE NOMU OG COLLECTIBLES OR ACCESS THE NOMU OG ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

(b) Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL COMPANY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE NOMU OG COLLECTIBLES OR ACCESS THE NOMU OG ART EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.

(c) Basis of the Bargain. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

15. Amendments. The Company reserves the right to amend these Terms at its sole discretion at any time. Any material modifications or amendments shall be disclosed to the User, in writing or shall be sent by notification, electronic mail to the User or by any other means. The User is deemed to have accepted the updated Terms if the User continues to use the Website after he/she/they has been notified of the amendments/modifications.

16. Applicable Law. The interpretation and enforcement of these Terms will be governed by, construed, and enforced in accordance with the applicable laws of the British Virgin Islands, without regard to conflict of law rules and principles that would cause the application of the laws of any other jurisdiction. Any dispute regarding these Terms shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands.

Contact Information. If You have any questions about these Terms and Conditions, please contact Company: support@nomu.dev