LAST UPDATED: 11/10/21

Doodle Labs Corp. (“Doodle Labs”) is making the Platform available to you. These Terms of Use set forth the terms and conditions, together with any documents they expressly incorporate by reference, that govern your access to and use of the Platform, including any content, functionality, and services offered on or through the Platform.

ACCEPTING THESE TERMS OF USE: By accessing the platform, you acknowledge that you have read and agree to these Terms of Use. The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Platform are hereby incorporated by reference into these Terms of Use and expressly agreed to and acknowledged by the you. As a condition of accessing and using the Platform or related products or services, you must agree to these Terms of Use. Please read them carefully. These Terms are a binding agreement between you and Doodle Labs, that exclusively govern your access to and use of the Platform.

ELIGIBILITY: Doodle Labs has sole and absolute discretion to determine access to the Platform.

YOUR USE OF THE PLATFORM: By using the Platform, you agree: (1) Not to use the Platform in a manner which is unlawful, misleading, fraudulent, or for an unauthorized purpose. (2) To provide accurate information and not to impersonate others. (3) Not to violate these Terms of Use or assist or encourage others to violate the Terms of Use. (4) Not to use the Platform in a way that could damage, disable, impair, or compromise the Platform. (5) Not to take any action to gain or attempt to gain unauthorized access to the account or wallets of other users.

CHANGES TO THE PLATFORM: We may in our absolute and sole discretion change, update, amend, remove, or discontinue any part of the Platform and the Content at any time without prior notice to you.

PRIVACY: All transactions initiated through the Platform are facilitated and run by MetaMask, a third- party electronic wallet extension. By using the Platform, you agree that you are governed by the terms of use for that extension, available at ttps://metamask.io/terms

Doodle Labs may ask you for certain personal data (such as your name, email and/or phone number). Any such data collected will be treated in accordance with the applicable requirements of the British Virgin Islands Data Protection Act of 2021.

DEFINITIONS:

"Artwork" means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT.

"NFT” means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-721 standard.

“Purchased NFT” means an NFT that you Own.

“Fungible token” means a cryptographic token which is interchangeable with another token of the equivalent kind.

“Purchased fungible token” means any fungible token that you own.

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

OUR INTELLECTUAL PROPERTY RIGHTS: Unless otherwise indicated, all content on the Platform, including, but not limited to, the Doodle Labs logo, all designs, text, graphics, information, data, software, and files relating to the Platform are the proprietary property of Doodle Labs or our affiliates, licensors, or users as applicable.

YOUR OWNERSHIP OF A FUNGIBLE TOKEN: Your ownership of a fungible token is governed by the applicable terms and conditions set forth herein. Any such token is only intended to be redeemed for a NFT purchased through the Doodle Labs platform. Doodle Labs does not and will not recognize any other claimed value and does not and will not endorse any other use of such a token.

YOUR OWNERSHIP OF THE NFT Your ownership of the content is strictly dictated by the smart contract associated with the NFT you purchase.

When you buy an NFT on the Platform, you own only the underlying NFT, and any other product purchase would be pursuant to a separate transaction. You have the right to sell or give away the NFT. We may offer additional rights, digital, physical or other, to the owner of an NFT. Doodle Labs shall have no liability whatsoever with respect to the Redeemable (including, but not limited to, its delivery, correspondence to its description, and condition or quality). Any notices or questions regarding the Redeemable should be sent to the seller directly, through contact details as may be provided at the relevant time of purchasing the qualifying NFT.

The Seller shall have the right to enforce these Terms and any of his or her or its rights hereunder, including through an agent, collective management organization or performance rights organization, against any buyer or subsequent buyer of any item, provided that any costs and expenses arising from such enforcement shall be borne solely by the seller or their agent, collective management organization, or performance rights organization, as applicable.

Without limiting the foregoing, if you believe that third-party material hosted by Doodle Labs infringes your copyright or trademark rights, please file a notice of infringement by contacting: legal@doodlelabs.io

FEES: By buying or selling NFTs on the Platform you agree to pay any applicable fees and you authorize Doodle Labs to automatically deduct fees directly from payments to you and/or add fees to your payments to Doodle Labs where applicable.

TAXES: You agree that you are solely responsible for determining what, if any, taxes apply to your NFT purchase on the Platform. Neither Doodle Labs or any other Doodle Labs affiliated entity is responsible for determining the taxes that may apply to your NFT purchase.

USER RESPONSIBLE FOR ACCOUNTS/ADDRESSES: Users are responsible for all matters relating to their accounts (if any) on the platform or the blockchain or addresses through which they interact with the offerings, and for ensuring that all uses thereof comply fully with these Terms of Use. Users are responsible for protecting the confidentiality of their login information and passwords (if applicable) for the Platform or the private keys controlling the relevant blockchain accounts or addresses through which they interact with the offerings.

RISKS: You understand and agree that your transactions on the Platform are subject to certain risks, including, but not limited to: (1) The price and liquidity of blockchain assets, including the NFTs, which can be extremely volatile and may be subject to fluctuations; (2) Fluctuations in the price of other digital assets which could materially and adversely affect the NFTs; (3) Legislative and regulatory changes or actions which may adversely affect the use, transfer, and value of the NFTs; (4) NFTs are not legal tender or backed by any government; (5) Transactions involving NFTs are final and irreversible, and losses due to fraud or accidental transactions are not be recoverable; (6) NFTs are subject to the risk of fraud, counterfeiting, cyber attacks, and other technological difficulties which may prevent use or access to your NFTs; and (7) Movement of an NFT to a decentralized digital asset wallet is at your own risk, and the transfer for any NFT to an incorrect digital asset wallet address will result in the irreversible loss of such NFT.

You understand that Doodle Labs will use good faith efforts to fulfill any order placed on the Platform, but you understand and agree that Doodle Labs will not be liable for orders that are not able to be fulfilled for any reason. You further understand and agree that Doodle Labs will not be responsible for any communication failures, disruptions, or errors you receive while using the Platform.

FORCE MAJEURE: Doodle Labs shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Ethereum network or blockchain, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables Doodle Labs to provide the Offerings. Doodle Labs shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Doodle Labs operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.

GOVERNING LAW: These Terms of Use and all matters related to them and/or any NFTs shall be governed by, construed, and enforced in accordance with the laws of the British Virgin Islands, as they are applied to agreements entered into and to be performed entirely within the BVI and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law. Any action related to these Terms of Use and/or any NFT shall be brought in the appropriate court located in the BVI; and you and Doodle Labs both irrevocably consent to the exclusive jurisdiction and venue of courts of the BVI for the adjudication of all claims.

TERMINATION: Notwithstanding anything contained in these Terms of Use, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the service at any time and for any reason. You acknowledge and agree that we shall have no liability or obligation to you in such an event and that you will not be entitled to a refund of any amounts you have already paid to us, to the fullest extent permitted by applicable law.

SEVERABILITY: If any term, clause, or provision of these Terms of Use is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms of Use and will not affect the validity or enforceability of any remaining part of that clause or provision, or any other term, clause, or provision of these Terms of Use.

LIMITATION OF LIABILITY: To the fullest extent permitted by law, in no event will Doodle Labs Corp be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from these terms, the site, products or third party sites and products, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if Doodle Labs has been advised of the possibility of such damages. Access to, and use of the Platform, products or third party sites and products are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom.

INDEMNIFICATION: To the fullest extent permitted by Applicable Law, you agree to indemnify, defend and hold harmless Doodle Labs and our past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively the "Doodle Labs Parties"), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Platform, Content or NFTs, (b) your breach of these Terms of Use, and (c) your breach or violation of the rights of a third party, including another user or third party service provider. You agree to promptly notify Doodle Labs of any third party Claims and cooperate with the Doodle Labs Parties in defending such Claims. You further agree that the Doodle Labs Parties shall have control of the defense or settlement of any third party Claims.

CHANGES TO THESE TERMS OF USE: We may make changes to these Terms of Use from time to time. When we make changes, we will make the updated Terms of Use available on Doodle Labs’s website and update the “Last Updated” date at the beginning of these Terms of Use accordingly. Please check these Terms of Use periodically for changes. Any changes to the Terms of Use will apply on the date that they are made and, by way of example, your continued access to or use of the Platform after the Terms of Use have been updated will constitute your binding acceptance of the updates.