Terms of Service

Last updated: January 12, 2025

1. Introduction These Terms of Use (these “Terms” or this “Agreement”) are a contract between you and Bags Holding, Inc. (“Bags,” “we,” “our,” or “us”) and governs your access to and use of the Bags mobile application (the “Bags App”), the Bags website located at https://bags.fm and all related components (the “Site”), and other online software applications, features, products, and services provided by Bags (collectively, the “Services”). By accessing or using any portion of the Services, or, if earlier, by clicking on an “I Agree” button or check box presented with these Terms, you agree to comply with and be bound by these Terms and any materials expressly incorporated herein, including our Privacy Policy, Bags Reward Program Agreement, and User Guidelines. THESE TERMS INCLUDE A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, AS WELL AS A MANDATORY ARBITRATION CLAUSE THAT GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES YOUR RIGHT TO SUE IN COURT OR HAVE A TRIAL BY JURY. PLEASE READ SECTION 22 CAREFULLY. 2. Amendments to this Agreement Bags reserves the right to amend this Agreement or other policies that govern the Services from time to time and in our sole discretion. Any changes will be effective immediately upon posting of the revisions, and you waive any right you may have to receive specific notices of such changes or modifications. By continuing to use the Services after any changes to this Agreement are posted to the Site, you agree to be bound by those changes. If you do not agree to the changes, you may stop using the Services. 3. Description of the Services The Bags App and Site are the interfaces that allows you to use and interact with the Services. Some of these services may not be available to you depending on your jurisdiction or for other reasons. Without limiting anything in these Terms, to the extent that you choose to use those services that are available to you, you agree to be bound by the terms specifically applicable to such services as set forth in the applicable Addenda. 3.1 Service Features The Services include a suite of tools that enable users to send messages to other users and verify authentic engagement within the Services. This allows for the creation of a dynamic public message board and chat environment. The Services also includes information related to third party products and services (“Content”), in particular but not limited to cryptographic tokens, digital currencies, cryptocurrencies, and virtual currencies based on, or built on top of, a cryptographic protocol of a computer network (collectively, “Digital Assets”). However, this does not imply any association with or endorsement by such third parties, even if certain functionalities on our Site requires the use of such third party products or services. The content of such third party services and products as stated on our Site are based on information made publicly available to us or provided to us by a third party. We do not warrant the accuracy, completeness, or usefulness of any materials or information that we or a third party present on or through the Services and such information is made available solely for general information and education purposes. Any information posted to the Services should not be construed as an intention to form a contract, and in no case should any information be construed as Bags offer to buy, sell, exchange, or otherwise transact Digital Assets. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, any other user or person who may be informed of any of the Content, or by the actions or omissions of others interacting with the Services. 3.2 Unhosted Wallet Application Bags makes available to users an unhosted wallet application (“Non-Custodial Wallet”). The Non-Custodial Wallet enables users to (a) store locally on their own devices, Digital Assets; (b) link to decentralized applications, including without limitation decentralized applications; (c) from the Bags App or Site user interface, transact Digital Assets; (d) view addresses and information that are part of blockchain networks and broadcast transactions. We will not create any hosted wallet for you or otherwise custody Digital Assets on your behalf, and it is your responsibility to maintain the security of your Non-Custodial Wallet. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates and their respective shareholders, members, directors, officers, employees, agents, and representatives related to your use of the Non-Custodial Wallet, associated loss of Digital Assets, transaction failures, or any other defects that arise in the course of your use of your electronic wallet, including any loses that may obtain as a result of any failure of the Bags App or Site. 3.3 Rewards Program Bags may offer, from time to time, an incentive program via the Bags App, the Site, and such other channels as Bags may make available from time to time (collectively, the “Rewards Program”). The Rewards Program may allow users who undertake certain activities within the Services to get rewarded with virtual incentives. Your access to and use of the Rewards Program is governed by the Bags Rewards Program Agreement, which is incorporated herein by reference as Appendix 1. Any capitalized terms relating to the Rewards Program that are not otherwise defined in this Agreement shall have the meanings given to them in the Bags Rewards Program Agreement. 3.4 Referral Program Bags may, from time to time, allow you to earn Bags Points in connection with taking actions to promote the Services, including by referring a friend to the Service (“Referral Program”). To be eligible to earn points through the Referral Program: (a) you must refer a new user to the Services by providing your personalized link; (b) the new user must use your link to create a user account; and (c) the new user must complete specified activities on the Bags App or Site. You may not attempt to earn points in connection with the Referral Program through fraud, deceit, or artificial or illegal means, including by creating multiple or duplicate accounts, engaging in a bot network, spam, advertising, or any paid promotional channel. We reserve the right, in our sole discretion, to withhold points for any reason in connection with the Referral Program with or without cause. We may also limit, in our sole discretion and without prior notice, the number of points you may earn through the Referral Program or any aspect thereof. Failure to comply with this Agreement or any fraudulent or abusive actions may result in the removal of points from your account and may also result in Bags suspending or closing your account and/or suspending or terminating your access to the Services. 3.5 Additional Considerations Any monetary figures cited in in our Content may have been converted from local currency to United States Dollars, or from one currency to another, using internet currency conversion sites, and such values may therefore vary or be subject to change depending on the rates provided by different currency conversion sites. Where the Content contained on the Services are derived from non-English language sources, translations into English may have been done using language conversion tools. As such, Bags assumes no legal liability for any inaccuracies or misunderstandings due to translations. 4. Your Account In order to access or use certain features of the Services, you must create and maintain an account with us. To create an account, you must be an individual who is opening an account on your own behalf or on behalf of your entity or other organization. 4.1 Eligibility If you are an individual, you represent and warrant that you are at least 18 years old, capable of forming a binding contract with Bags in your respective jurisdiction, and not a Restricted Party as defined in Subsection 4.2 below. If you are accessing or using the Services on behalf of a legal entity or other organization, you represent and warrant that you are authorized to agree to these Terms for that entity or organization and represent to Bags that you have the power and authority to bind your legal entity or organization to these Terms. 4.2 Restricted Parties In connection with the Services, you represent and warrant that: a. You will comply with all applicable laws including but not limited to export restrictions, end-user restrictions, antiterrorism laws, anti-money laundering laws, and economic sanctions. You are not permitted to use the Services if doing so would, directly or indirectly, violate applicable laws including but not limited to economic or financial sanctions or trade embargoes imposed, administered, or enforced by: the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, the United Nations, the European Union, the United Kingdom, or any other applicable national, regional, provincial, state, municipal, or local laws and regulations (collectively, “Sanctions Laws”). b. Except as authorized or otherwise not prohibited under the terms of applicable Sanctions Laws, neither you or anyone person or entity controlling you are subject to Sanctions Laws, or performing any activities on behalf of someone who is the subject of Sanctions Laws. c. You, nor anyone controlling or acting on your behalf, are located or headquartered in a comprehensively sanctioned jurisdiction, which currently includes but not limited to Burma (Myanmar), Cuba, Iran, Sudan, Syria, the Western Balkans, Belarus, Côte d’Ivoire, Democratic Republic of the Congo, Iraq, Lebanon, Liberia, Libya, North Korea, certain sanctioned areas of Russia and Ukraine (including without limitation, the regions of Crimea, Donetsk, and Luhansk), Somalia, Venezuela, Yemen, Zimbabwe; or where use of the Services would be illegal or otherwise violate any applicable laws. (each a “Restricted Party”). 4.3 Registration You may be required to provide us directly, or through a third party, with certain information and documentation. You represent and warrant that any information and documentation that you provide to us, whether as part of the Services or otherwise, is complete and accurate. We may employ various measures to comply with our anti-money laundering obligations and otherwise prevent the misuse of the Services. These verification and screening procedures may include, without limitation, checking the information you provide against sanctions lists issued by any governmental authority prohibiting or limiting business activities or transactions with any persons. You hereby authorize us, directly or through a third party, to make inquires that we consider necessary to verify your identity and/or protect against the misuse of the Services. We shall have no liability or responsibility for any permanent or temporary inability to access or use the Services as a result of any identity verification or other screening procedures. 4.4 Your Account is Your Responsibility You are responsible for all use that occurs under your account including any activities by you or any third parties that have access to your account information whether authorized or not. 4.5 Number of Accounts Unless Bags has provided prior written approval, you are allowed only one account. 5. Third Party Smart Contracts, Services, and Applications 5.1 Third Party Smart Contracts We do not own or control the underlying software protocols which govern the operation of Digital Assets. In general, the underlying protocols are open source; and anyone can use, copy, modify, and distribute them. By using the Services, you acknowledge and agree that we are not responsible for operation of the underlying protocols and that we make no guarantee of their functionality, security, or availability; and the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Assets supported by the Services. In the event of a fork, you agree that we may temporarily suspend our operations (with or without advance notice to you) and that we may, in our sole discretion, decide whether to support (or cease supporting) any branch of a forked protocol entirely. You acknowledge and agree that we do not assume any responsibility whatsoever regarding an unsupported branch of a forked protocol. 5.2 Third Party Services The Services may include links to sites, technology, applications, and resources that are provided or otherwise made available by third parties, including (without limitation) materials provided by other users, bloggers, and third-party licensors, syndicators, blockchain users, decentralized applications, aggregators, and/or reporting services (collectively, “Third Party Services”). Your access and use of Third Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third parties. Bags has no control over and is not responsible for such Third Party Services including for the accuracy, availability, reliability, or completeness of information or content shared by or available through Third Party Services, or on the privacy practices of Third Party Services. You, and not Bags, will be responsible for any and all costs and charges associated with your use of any Third Party Services. The integration or inclusion of Third Party Services does not imply endorsement or recommendation. Any dealings you have with third parties while using the Services—including if a Third Party Service may have infringed your intellectual property rights, are between you and such third party. Bags will not be responsible or liable, directly or indirectly, for any damage or loss cause or alleged to be caused by or in connection with use of or reliance on any Third Party Services. 5.3 Third Party Applications If, to the extent permitted by Bags, you grant express permission to a Third Party Service to access or connect to the Services, either through the Third Party Service or the Services, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. You will be fully responsible for all acts or omissions of any third party. Further, you acknowledge and agree that you will not hold Bags responsible for, and will indemnify Bags from, any liability arising out of or related to any act or omission of any third party with access to the products or services you use to access the Services including your Wallet. 5.4 Release By using the Services, you release and hold us harmless from any and all liability arising from your use of any Third Party Service or service. If you have a dispute with any third party, you agree that Bags is under no obligation to become involved. To the maximum extent permitted by applicable law, you release Bags, its affiliates, and each of their respective officers, employees, agents, and successors from claims demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to any dispute you have with a third party in connection with the Services. If you are a California resident, you shall and hereby do waive application of Section 1542 of the Civil Code of the State of California, or any similar stature or law of any other jurisdiction. Section 1542 reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 6. Risk Disclosures You understand, accept, and agree to assume all of the various risks involved in using, holding, transacting, and transferring Digital Assets and the use of the Services, including all of the risks set forth in this Section 6. ● Digital Assets, the features, functions, characteristics, operations, use, and any other properties of a Digital Asset and the software, networks, protocols, systems, or other technology may be complex, and terms, features, or risks may not be readily or fully understood due to the complex structure, novelty, and reliance on technological features. ● Any Digital Asset may be lost if sent to the wrong address, for instance, but without limitation, if the address is improperly formatted, contains an error, or is for a different type of Digital Asset. ● Digital Assets may be subject to forks or attacks on the security, integrity, and/or operation of the networks, including any network events. These events may affect features, functionality, operations, use, or properties of any Digital Asset or network and/or the value of any Digital Asset ● Any Digital Asset or the Services may be targeted by malicious persons or individuals who may attempt to disrupt the Services or steal Digital Assets. This includes but is not limited to malware, hacking, phishing, double spending, smurfing, spoofing, sybil attacks, social engineering, majority mining, mining attacks, distributed denial of service, and blockchain fork. ● The public nature of the Internet means that parts or the entire Internet may be unreliable or unavailable at any given time. Interruption, delay, corruption or loss of data, the loss of confidentiality or privacy through the course of data transmission, or malware transmission may occur when transmitting data via the Internet and/or other technology. This may result in your transactions not being executed according to your instructions at the requested time, or not executed at all. There is no technology that is completely secure or safe. • Any Digital Asset may decrease in value or lose all value in a short period of time or permanently due to various factors, including but not limited to, government or regulatory activity, the discovery of wrongful or illegal conduct, market manipulation, price distortion, insider dealing, market distortion, malicious wrongdoing or behaviors, changes to the Digital Asset’s nature or characteristics, suspension, or cessation of support for a Digital Asset by exchanges or service providers, public opinion, or other factors outside of our control, technical advancements, and macroeconomic and political factors. • Digital Assets held by a decentralized application or a wallet software provider may not be protected deposits and/or may not be protected by any deposit protection scheme in any relevant jurisdiction. Thus, Digital Assets may have a reduced level and type of protection compared to fiat currencies and other asset classes or types. • Digital Assets are generally considered a high-risk asset class and may not be considered securities under certain jurisdictions. You must exercise prudent judgment when transacting Digital Assets. • The Services may undergo significant changes over time. Moreover, we may limit control over how other participants use the Services and what Services are offered through the Bags App and/or Site. This could create the risk that the Services may not meet your expectations, for any number of reasons including mistaken assumptions or analysis, a change in the design and implementation plans, and execution of the Services. • We currently rely on third-party service providers for certain aspects of our operations, including cloud computing services and data centers that provide facilities, infrastructure, website functionality and access, components, and services; databases and data center facilities and cloud computing; as well as third parties that provide certain outsourced services and functions, all of which are critical to our operations. Because we rely on third parties to provide these services and to facilitate certain of our business activities, we face increased operational risks. Any interruptions in services provided by these third parties may impair our ability to support our customers and offer (or maintain) the Services. • We do not directly manage the operation of any of the third party service providers we use, including their data center facilities. These third parties may be subject to financial, legal, regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism, privacy breaches, service terminations, disruptions, interruptions, and other misconduct. They are also vulnerable to damage or interruption from human error, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics (including the COVID-19 pandemic) and similar events. In addition, these third parties may breach their agreements with us, disagree with our interpretation of contract terms or applicable laws and regulations, refuse to continue or renew these agreements on commercially reasonable terms or at all, fail or refuse to process transactions or provide other services adequately, take actions that degrade the functionality of our services, impose additional costs or requirements on us or our customers, or give preferential treatment to competitors. • There can be no assurance that third parties that provide services to us or to our customers on our behalf will continue to do so on acceptable terms, or at all. If any third parties do not adequately or appropriately provide their services or perform their responsibilities to us or our customers on our behalf, such as if third-party service providers to close their data center facilities without adequate notice, are unable to restore operations and data, fail to perform as expected, or experience other unanticipated problems, we may be unable to procure alternatives in a timely and efficient manner and on acceptable terms, or at all, and our ability to offer (or maintain) the Services may be adversely affected. • You acknowledge that you and your Digital Assets may be subject to scams and other types of fraud perpetrated by third parties outside of our control. It is your responsibility to beware and protect yourself against such fraud. There is a risk of loss of your Digital Assets and other assets in the event you are subject to such fraud. • All blockchain transactions include data, and in some circumstances, may include personal data about you. Many blockchain technologies store transaction data publicly and permanently. When you use such technology, you are intentionally making that transaction data public and acknowledge that the data cannot be deleted, removed, or reversed due to the nature of blockchain technology. • We are subject to an extensive and highly-evolving regulatory landscape, and any changes to any laws and regulations could adversely impact our ability to offer, and your use of and access to, the Services in your jurisdiction. Further, such changes could also impact your legal obligations with respect to your use of the Services. 7. General User Acknowledgements and Covenants By accessing or using the Services, you acknowledge, represent, and warrant, in each case as applicable, each of the items contained in this Section 7 and all of its subsections. 7.1 Acknowledgement and Assumption of Risks You represent and warrant that you have received a copy of, have carefully read, understand, accept, and agree to assume all of the various risks involved in using, holding, trading, delivering, transacting, and transferring Digital Assets and the use of the Services, including but not limited to the risks specifically set forth in Section 6. You agree that Bags shall not be liable to you for any loss, damage, expense, or liability that may relate to any of the risks specifically set forth in Section 6. Further, you represent that you are able to bear any financial or other loss associated with or that may otherwise relate to your use of the Services. 7.2 Non-Reliance You represent that you are not relying on (and will not at any time rely on) any communication (written or oral) of Bags as advice or as a recommendation to engage in any transaction involving Digital Assets. Further, you confirm that Bags has not (a) given any guarantee or representation as to the potential success, return, effect, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of transacting in Digital Assets or (b) made any representation to you regarding the legality of transacting in Digital Assets under any applicable law. In deciding to use the Services to transact in Digital Assets, you are not relying on the advice or recommendations of Bags, and you have made your own independent decision that using the Services and transacting in Digital Assets are suitable and appropriate for you. We do not provide investment advice, and any content on the Bags App, Site or other communication channels should not be considered as a substitute for tailored investment advice. You must seek professional advice regarding your particular financial, legal, technical, and other conditions prior to commencing your use of the Services. You represent and warrant that you fully understand all risks associated with using the Services and you have the necessary experience, understanding, and risk tolerance for using the Services, including the necessary experience and knowledge to enter into any relevant transaction through the Services. You will carefully consider and use clear judgment to evaluate your financial situation and risks before making any decisions to use the Services. You accept the risk of using the Services and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. 8. Prohibited Uses You may not use the Services to engage in the following categories of activity (“Prohibited Uses”). The specific types of activities listed below are representative, but not exhaustive. • Unlawful Activity. Activity which, in any way, would violate, or assist in violation of, any law, statue, ordinance, or regulation, sanctions programs administered in the countries where Bags offers the Services, or which would involve proceeds of any unlawful activity; publish, distribute, or disseminate any unlawful material or information. • Abusive of Others. Interfere with another individual’s access to or use of the Services including but not limited to exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal rights of others; ask for personally identifiable information, or otherwise; transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; to impersonate or attempt to impersonate Bags, an employee, another user, or any other person or entity (including, without limitation, by using email addresses, screen names, similarly named or commonly misspelled URLs, or associated blockchain identities); engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services; incite, threaten, encourage, or promote hate, racial intolerance, or violent acts against others. • Fraud. Activity which operates to deceive or defraud, or attempt to deceive or defraud, Bags, any users or any other person, including without limitation providing any false, inaccurate, or misleading information whether directly through the Services or through an external means that affects the Services with the intent to unlawfully obtain the property of another or to provide knowingly or recklessly false information, including in any way that causes inaccuracy among the content on the Services. • Gambling. Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance. • Abusive Activity. To cause the Services, the Services underlying blockchain networks or technologies, or any other functionality with which the Services interact, to work other than as intended; damage the reputation of Bags or impair any of our legal rights or interests; engage in any activity or behavior that violates any applicable laws concerning, or otherwise damages, the integrity of the Services, or any other service or software which relies on the Services; use the Services in any manner that could disable, overburden, damage, impair, or interfere with the Services, including the ability to engage in real time activities through the Services; use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services or information in connection with the Services is stored, or any server, computer, or database connected to the Services, including any underlying blockchain. • Intellectual Property Infringement. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable law or regulation or that otherwise may be in conflict with these Terms; engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, software, or other licensed materials without the appropriate authorization from the rights holder; use of Bags intellectual property, name, or logo, including use of Bags trade or service marks, without express consent of Bags or in a manner that otherwise harms Bags or the Bags brand; any action that implies an untrue endorsement by or affiliation with Bags. In connection with your use of the Services, you agree and represent that you will not engage in any Prohibited Use. You also represent and warrant that you: (a) will abide by any and all applicable laws of the jurisdiction where you are located; all local, national, and international practices regarding internet use; and all network agreements, rules, and procedures related to or in connection with the Services; (b) your use of the Services including Digital Asset transactions complies with applicable law and regulation in your jurisdiction; (c) you have obtained sufficient information about the Services, Digital Assets, and other services or products in connection with the Services to make an informed decisions in regard to your use of the Services; (d) you shall bear the full responsibility for any and all activities that occurs in connection with your use or access to the Services including without limitation transactions of Digital Assets, interacting with the Services, disclosing, or publishing information, clicking to agree with various agreements, and uploading and submitting various documents or information; and (e) you are the legal and rightful owner of all Digital Assets in the wallet address(es) and Digital Assets you use in connection with the Services. 9. Changes, Suspension, and Termination Bags may, at its discretion and without liability to you, with or without prior notice and at any time, modify, discontinue, temporarily, or permanently, all or any portion of the Services. If we suspend, close, or terminate your access and/or use of the Services, for any reason, we may provide you with notice of our actions unless a court order or other legal directive prohibits us from providing you with such notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing any account with us that you may have, may be based on our confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you. Bags will not be liable for any losses suffered by you resulting from any modification of any Services or from any suspension or termination of your access to all or a portion of any Services (whether pursuant to this Section 9 or for any other reason. You acknowledge that Digital Asset values may fluctuate during any period during which the Services have been suspended and Bags will have no liability for any such fluctuations. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. You waive and hold harmless Bags and its affiliates, licensees, and service providers from any claims resulting from any action taken by Bags and/or any of the foregoing parties during, or taken as a consequence of, investigations by either such parties or law enforcement authorities. 10. Intellectual Property Rights 10.1 Bags Materials The Services and its entire contents, features, and functionality including but not limited to all information, software, text, displays, images, video, and audio, the design, selection, and arrangement thereof, and the “look and feel” of the Services, except any open source software, are owned by Bags (“Bags Materials”), its licensors, or other providers of such material and are protected by applicable and/or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. 10.2 Limitations on Use In connection with your use of the Services, you may use the Bags Materials solely as authorized by us for as long as we permit you to continue accessing the Services. Without limiting the foregoing, you agree not to: (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Site, Bags App, Services, or Bags Materials, or use the Site, Bags App, Services, or Bags Materials in any service bureau environment; (b) modify or create derivative works of the Site, Bags App, Services, or Bags Materials, or any portion thereof, or any data or information received by you in connection therewith; (c) frame, display, or incorporate the Site, Bags App, Services, or Bags Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer, or attempt to discover the source code of the Site, Bags App, Services, or Bags Materials; (e) use the Site, Bags App, Services, or Bags Materials to design, develop, or create any competing product or service; or (f) otherwise use the Site, Bags App, Services, or Bags Materials for any commercial or noncommercial purpose other than their intended purposes determined at Bags discretion. 10.3 Rights We Grant You We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access, and display such software, content, and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. 10.4 Reservation of Rights If your use or access to the Services is in breach of these Terms, your right to access the Services will stop immediately and you must, at our sole option, return or destroy any copies of the materials that you made directly or indirectly from the Services. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by Bags. You may freely use any open-sourced materials up to the limits provided, but in accordance with any requirements placed, by those materials’ open-source licenses. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other applicable laws. 10.5 Trademarks Bags name, the term “Bags,” “Bags OG,” “$Bags,” and all related names, logos, product and service names, designs, and slogans are trademarks of Bags or its affiliates or licensors. You must not use such marks without the prior written permission of Bags. 11. Site Content We do not warrant the accuracy, completeness, or usefulness of any materials or information that we or a third party present on or through the Services and such information is made available solely for general information and education purposes. Any information posted to the Services should not be construed as an intention to form a contract, and in no case should any information be construed as our offer to buy, sell, exchange, or otherwise transact Digital Assets. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, any other user or person who may be informed of any of the Services contents, or by the actions or omissions of others interacting with the Services. 12. Interactions with other Users You are responsible for your interactions with other users on or through the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user’s actions or inactions. If you have a dispute with one or more users, now or in the future, you agree to release Bags (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. 13. Promotions Bags may make available special offers or conduct promotions for qualifying users. Subject to applicable laws, Bags, or the issuer of a Digital Asset subject to an offer or promotion, may establish qualifying criteria to participate in any special promotions at its sole discretion. Bags may revoke any special offer at any time and for any reason without advance notice to you. Bags is under no obligation to make available special offers to all Bags users. Bags makes no recommendation and does not provide any advice about the value or utility of a Digital Asset that is part of a promotion. 14. Feedback Any questions, suggestions, ideas, feedback, reviews, or other information or materials regarding the Services provided by you to Bags (collectively, “Feedback”), are non-confidential. Bags will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise without acknowledgment, attribution, or compensation to you. You hereby assign to Bags all right, title, and interest to Feedback together with all associated intellectual property rights and waive any claim for, acknowledgement or compensation based on any Feedback or any modifications made based on any Feedback. 15. Relationship of the Parties Bags is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in your use of the Services. Bags does not provide investment, tax, or legal advice, and you are solely responsible for any transaction, investment, strategy, decision, or other act that you make when using the Services. Bags may provide educational material or information related to the Services on the Site, Bags App, social media account, or other channel of communication. No communication or information provided to you by Bags is intended as, or shall be considered or construed as, advice. To the fullest extent permissible by law, you agree that neither your use of the Services or the Site or Bags App causes Bags or any user to owe fiduciary duties or liabilities to you or any third party. Further, you acknowledge and agree to the fullest extent such duties or liabilities are afforded by law or by equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, and that Bags shall be held completely harmless in relation thereof. 16. Charges and Fees You may incur charges from third parties for use of a Third Party Service. For example, you may be charged fees via a decentralized application (including, without limitation, decentralized exchanges) that you may access via the Bags App or Site. Under no circumstances shall Bags incur any liability, of any kind, to you arising from or relating to fees charged to you by such Third Party Services or for the third party functionality linked to or accessed through the Bags App or Site. Although the Bags App and Site endeavors to provide an accurate estimate of applicable fees, any such information is an advance estimate of fees, which may vary from the fees actually paid to interact with the Solana blockchain or any other network with which the Services are compatible. You may also incur fees from your interactions with the Solana blockchain, or any other network with which the Services are compatible, including “gas” costs. You agree that you, and not Bags, is responsible for paying any and all such costs. 17. User Guidelines Bags strives to provide a user-friendly experience that empowers decentralized token distribution. We are also committed to advancing blockchain technology to enable organic network growth. We seek your collaboration to maintain a safe, respectful, and innovative community. Our User Guidelines are incorporated herein by reference and more fully set forth in Appendix 2. 18. General Service Terms 18.1 Wallet Software To access the Services, you may connect a compatible blockchain wallet service such as Phantom (“Web3 Wallet”). Your relationship with any given Web3 Wallet provider is governed by the applicable terms and provisions of the Web3 Wallet provider, not these Terms. You are responsible for maintaining the confidentiality of any private key controlled by your Web3 Wallet and are fully responsible for any and all messages or conduct signed with your private key. We accept no responsibility or liability to you in connection with your use of a Web3 Wallet and make no representations and/or warranties regarding how the Services will operate or be compatible with any specific Web3 Wallet. You will bear any and all consequences and liabilities as a result, and Bags reserves the right to hold you fully accountable. We reserve the right, in our sole discretion, to prohibit certain Web3 Wallet addresses from being able to use or engage in transactions via the Services or from using other aspects of the Services. 18.2 Smart Contract Transactions In connection with the Services, transactions rely on smart contracts stored on various blockchains, cryptographic tokens generated by smart contracts, and other nascent software, applications and systems that interact with blockchain-based networks. These technologies are experimental, speculative, inherently risky, and subject to change. A defining feature of blockchain technology is that its entries are immutable, which means, as a technical matter, they generally cannot be deleted or modified by anyone. This includes smart contracts and Digital Assets generated and programmed by smart contracts. You expressly acknowledge that the Services are provided on the blockchain, and as such are to be carried out immediately. You also acknowledge and agree that all transactions accessed through the Services will be automatically processed using one or more blockchain-based smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions in connection with using the Services. You further acknowledge and agree that the applicable smart contract will dictate how the funds of a transaction and ownership of Digital Assets are distributed. 18.3 Taxes It is your sole responsibility to determine whether, and to what extent, any taxes apply to any activity you conduct through the Services, and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. No communication or information provided to you by Bags is intended as, or shall be considered or construed as, legal or tax advice. 19. Warranty Disclaimer Bags has no oversight on or control over any particular Digital Asset or blockchain network. You are responsible for your use of the Services, the functionalities that you enable, transactions engaged through the Services, and access or use of the information derived thereof. You are solely responsible for complying with all applicable laws related to its transactions and activities that directly or indirectly incorporate our provision of the Services. You acknowledge and understand that Bags is not registered nor licensed with, nor have the Services or the software contained therein been reviewed by any securities, commodities, or other financial or banking regulator. You further understand that we cannot and do not guarantee or warrant that files available for download from the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for: (a) an appropriate blockchain based utility; (b) anti-virus protection and accuracy of data input and output; (c) your participation in and use of the Services’ underlying blockchain and related technologies; and (d) maintaining a means external to our site to reconstruct any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, BAGS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, MAN-IN-THE-MIDDLE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE, BAGS APP, SERVICES, BAGS MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY THIRD PARTY WEBSITE LINKED TO IT. YOUR USE OF THE SERVICES AND ANY SERVICES CONTENT IS AT YOUR SOLE RISK. THE SITE, BAGS APP, SERVICES, BAGS MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS ARE PROVIDED ON AN “AS IS’’ AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, BAGS, NOR ANY PERSON ASSOCIATED WITH BAGS, MAKE, AND WE EXPLICITLY DISCLAIM, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED THE SITE, SERVICES, BAGS APP, BAGS MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER BAGS NOR ANY PERSON ASSOCIATED WITH BAGS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, BAGS APP, SERVICES, BAGS MATERIALS, AND/OR ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS. BAGS AND ANY PERSON ASSOCIATED WITH BAGS DO NOT REPRESENT OR WARRANT THAT: (A) ACCESS TO THE SITE, BAGS APP, SERVICES, BAGS MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, WITHOUT DELAY, ERROR-FREE, SECURE, OR FREE FROM DEFECTS; (B) THE INFORMATION CONTAINED OR PRESENTED ON THE SITE, BAGS APP, OR SERVICES IS ACCURATE, RELIABLE, COMPLETE, CONCISE, CURRENT, OR RELEVANT; (C) THE SITE, BAGS APP, SERVICES, BAGS MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS OR ANY SOFTWARE CONTAINED THEREIN WILL BE FREE FROM DEFECTS, MALICIOUS SOFTWARE, ERRORS, OR ANY OTHER HARMFUL ELEMENTS, OR THAT ANY OF SUCH WILL BE CORRECTED; OR (D) THE SITE, BAGS APP, SERVICES, BAGS MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS WILL MEET ANY USER’S EXPECTATIONS. NO INFORMATION OR STATEMENT THAT WE MAKE, INCLUDING DOCUMENTATION OR OUR PRIVATE COMMUNICATIONS, SHOULD BE TREATED AS OFFERING ANY WARRANTY CONCERNING THE SITE, SERVICES, BAGS APP, BAGS MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY CONTENT, ADVERTISEMENTS, OFFERS, STATEMENTS, OR ACTIONS BY ANY THIRD PARTY EITHER REGARDING THE SITE, BAGS APP, SERVICES, BAGS MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 20. Indemnification You agrees to defend, indemnify, and hold harmless Bags, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of Services, including, but not limited to, your interactions with the Site, Bags App, or other features which are accessible on or through the Services; (c) use of or reliance on the Bags App or Sites’ content, services, and products other than as expressly authorized in these Terms; (d) your use or reliance on of any information obtained from the Services; or (e) any other party’s access and use of the Services with your assistance or without your assistance by using any device or account that you own or control. 21. Limitation of Liability; Disclaimer of Damages TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL BAGS, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE THE SITE, BAGS APP, SERVICES, BAGS MATERIALS, AND/OR ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THIS DISCLAIMER OF LIABILITY EXTENDS TO ANY AND ALL DAMAGES CAUSED BY ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY FRAUD, DECEIT, OR MANIPULATION), WHETHER OR NOT A USER, OR ANY FAILURE, EXPLOIT, OR VULNERABILITY OF THE SITE, BAGS APP, SERVICES, BAGS MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BAGS. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF BAGS, AND/OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID DIRECTLY TO BAGS FOR THE APPLICABLE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 22. Dispute Resolution, Waiver of Class Action, and Mandatory Arbitration Please read this section carefully because it waives any right to participate in any class action or other representative action or proceeding. Unless you opt-out of the arbitration by completing the steps below, this section requires you to arbitrate certain disputes and limits the ways in which you can seek relief, including by precluding you from suing in court or having a jury trial. 22.1 Waiver of Class Actions and Right to Jury Trial TO THE EXTENT PERMISSIBLE BY LAW, ANY CLAIMS, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY PRODUCTS OR SERVICES PROVIDED IN CONNECTION WITH THE SERVICES (“DISPUTE”) MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY ARBITRATION ON BEHALF OF A CLASS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. 22.2 Informal Resolution Before filing a claim against Bags, you agree to try to resolve the Dispute by first emailing [EMAIL] with a description of your claim and proof of your relationship with Bags. If we can’t resolve the Dispute within sixty days of our receipt of your first email, you or Bags may then submit the Dispute to binding arbitration as provided herein. 22.3 Arbitration Agreement With only limited exceptions as described in 22.7 and 22.8 below, all Disputes between you and Bags must be resolved by final and binding arbitration. By agreeing to binding arbitration, you and Bags expressly waive the right to formal court proceedings including without limitation trial by jury and class action. This Agreement affects interstate commerce, and the enforceability of this Section 18.3 will be substantively and procedurally governed by the Federal Arbitration Act 9 U.S.C. § 1, et. Seq. (“FAA”). 22.4 Conducting Arbitration The arbitration shall be conducted by the International Chamber of Commerce (“ICC”) under its Commercial Arbitration Rules (“ICC Rules”) then in effect. If you are a consumer, the most recent version of the ICC Rules can be accessed here. These Terms shall govern any conflict between the ICC Rules and these Terms. The location and type of hearing shall be determined in accordance with the ICC Rules. Further, a party’s right to request a hearing shall also be determined in accordance with the ICC Rules. Unless otherwise ordered by an arbitrator or pursuant to the ICC Rules, any in-person arbitration shall be in English and held remotely to the maximum extent, and administered in Los Angeles, California, or another mutually agreeable location. 22.5 Confidentiality Bags, the arbitrator, and you, will each maintain the confidentiality of any arbitration proceedings, judgments, and awards including information shared and produced during the arbitration. 22.6 Arbitration Time for Filing Any arbitration must be commenced by filing a demand for arbitration within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. If a claim is not filed within such period, the Dispute is permanently barred. 22.7 Arbitration Opt-Out You can decline this agreement to arbitrate by emailing us at [EMAIL] within thirty days of the date that you first agree to this Agreement (“Opt-Out Period”). To be effective, your email must include your full name, residential address, and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 22.7, then Sections 22.5 and 22.6 of these Terms do not apply to you. 22.8 Excepted Claims Notwithstanding this Section 22, there is no requirement to arbitrate, and you and Bags may bring an individual small claims action in the small claims court in your and Bags respective county of residence as provided under the ICC Rules, or seek only a temporary restraining order or injunction for alleged breach of confidentiality obligations or alleged infringement or misappropriation of intellectual property in any court having jurisdiction provided that, in each case, the action is brought as an individual action and not on a class or representative basis. 22.9 Severability If any portion of this Section 22 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed from these Terms and such severance of the provision(s) shall have no impact whatsoever on the remainder of this Section 22. Further, to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Lastly, if any provision in this Section 22 is found to prohibit an individual claim seeking public injunctive relief, such provision shall have no effect to the extent relief is allowed to be sought outside of arbitration. The remainder of this Section 22 shall remain in full force and effect. 22.10 Modification Notwithstanding any provision in this Agreement to the contrary, you and Bags agree that if Bags makes any future material change to this Section 22, Bags will notify you. Your continued use of the Services including the acceptance of products and services offered on the Site or Bags App following the posting of changes to this Section 22 constitutes your acceptance of any such changes. 23. Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. Without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. You agree that Bags may initiate a proceeding relating to the enforceability or validity of Bags intellectual property rights in any court of competent jurisdiction. With respect to any other proceeding not subject to arbitration under this Agreement, the federal and state courts located in Delaware will have exclusive jurisdiction. You waive any objection to venue in any such courts. 24. Miscellaneous Terms 24.1 Assignment These Terms, and any other document, material, or information referenced herein is particular to you and any attempt that you make to assign, novate, or transfer your rights, interests, liabilities, and/or obligations is null and void, unless you have received Bags prior written consent. Bags reserves the right to assign our rights without restriction, including without limitation to any of Bags affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their successors and permitted assigns. 24.2 Term; Survival This Agreement will remain in effect until terminated by either you or Bags. We reserve the right to change, suspend or discontinue, or terminate, restrict, or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. All sections of this Agreement that by their nature should survive termination shall survive termination. 24.3 Nonwaiver of Rights Bags failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. 24.4 Severability If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation, or any governmental agency whether local, state, or federal, such provision shall be interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of the Terms shall not be affected. 24.5 Force Majeure You acknowledge and consent that the Services are provided by us according to our current technological capability and other business conditions. While we have made every effort to ensure continuity and security of the Services, we are unable to completely foresee and hedge against all legal, technological, and other risks. Bags shall not be held liable for delays, failure in performance, or interruption of Services that result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: (a) acts of God such as earth earthquakes, fires, cyclones, explosions, typhoons, monsoons, landslides, lightning, storms, tempests, pandemics, droughts or meteors; (b) acts of war, whether declared or undeclared, including invasion, act of a foreign enemy, hostilities between nations, civil insurrection, or militarily usurped power; and acts of terrorism; (c) civil disorder, such as acts of a public enemy, malicious damage, terrorism, sabotage, or civil unrest; (d) embargoes or sanctions (such as confiscation, nationalization, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or governmental authority; (e) unnatural disasters, such as ionizing radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; (f) labor disputes, including strikes, blockades, lock-outs, or other industrial disputes; (g) failure of telecommunication outlets, including the internet, communications networks and facilities, or other infrastructure, systems, operations or of equipment relevant to the provision or use of the Bags App, Site, and/or Services; (h) data breaches or data-processing failure or incomplete processing; and/or (i) changes in laws or regulations that may materially affect the Digital Assets and/or blockchain industries. 24.6 Notice Any notices or other communications provided by us under these Terms including those regarding modifications to these Terms will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your use of the Services. 24.7 Third Party Beneficiaries Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder. 24.8 Entire Agreement These Terms and every other term or condition applicable to you including any document incorporated by reference herein constitute the entire agreement and understanding between you and Bags as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including any prior versions of these Terms). Unless otherwise this Agreement or other agreement between you and Bags specifically states otherwise, these Terms govern and control any conflict between these Terms and any other agreement you may have with Bags. 24.9 Translation These Terms are set forth in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience, or otherwise) into any other language, the English language text of these Terms shall prevail. [APPENDIX 1: BAGS REWARDS PROGRAM AGREEMENT] APPENDIX 2: BAGS USER GUIDELINES Bags strives to provide a user-friendly experience that empowers decentralized token distribution. We are also committed to advancing blockchain technology to enable organic network growth. We seek your collaboration to maintain a safe, respectful, and innovative community. Here are our partnership guidelines: • Personalized Experience: Bags offers a tailored platform experience, enhancing your interactions with the token-gated chat functionalities on our platform through blockchain technology. • Building Connections: Our platform connects users, tokens, organizations, and DAOs, cultivating a community that values open communication. • Secure and Transparent Transactions: Bags prioritizes secure and transparent transactions. Our platform inherits its security properties from the inherent transparency of blockchain technology. • Continuous Improvement: We actively encourage user feedback to refine and expand our Services and strive to develop features that not only meet but exceed our community’s expectations. Who Can Use BAGS To ensure accountability and integrity within our community, you are required to: • Create only one personal account for individual or organizational use. • Not share your password, grant access to the account you use to login to Bags with others or transfer your account without our explicit permission. Bags is designed to be inclusive, yet certain restrictions apply: • Individuals convicted of serious offenses may be barred from the Services. • Accounts disabled for breaches of the Terms, Community Standards, or other applicable policies are not allowed to be recreated without our permission. • Usage is prohibited if it conflicts with laws applicable to you. Acceptable Use of Bags Bags promotes financial freedom by eliminating the interference of fake bots and fostering a genuine community engagement experience for chat functionalities are relevant and valuable to you. We simply ask that you: • Comply with our Terms, Community Standards, and applicable policies. • Avoid illegal, misleading, discriminatory, or fraudulent activities. • Manage only assets to which you have legal rights. • Respect others' financial and intellectual property rights. • Avoid distributing malicious software, spam, or anything that could harm the platform or its users. • Refrain from data collection without authorization. • Use provided reporting and appeals tools appropriately.