SERVICES AGREEMENT

1.Grantee acknowledges and agrees that there are risks associated with accepting PRO, owning PRO and using PRO.  BY ACCEPTING PRO, GRANTEE EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS.

2. Grantee is responsible for implementing reasonable measures for securing Grantee’s Wallet and any other wallet or vault Grantee uses to receive and hold PRO that Grantee accepts from Blockchain Advertising Alliance (“BAA”), including any requisite private key(s) or other credentials necessary to access such wallet or vault.  Notwithstanding any other provision of these Terms, BAA will not be responsible or liable for any damages, losses, costs, penalties, fines or expenses arising out of or relating to (i) Grantee’s failure to implement reasonable measures to secure Grantee’s Wallet or any other wallet or vault Grantee uses to receive and hold PRO or the relevant access credentials or (ii) the loss of or unauthorized use of any of Grantee’s access credentials. Grantee shall not be held responsible and shall not repay BAA any portion of the amount granted in the event of loss of such amount of PRO subject to the occurrence of any of the provisions stipulated in this p.2.

3. BAA will collect registration information from all Grantees. For this purpose, registration information includes the grantees phone number, email address and Wallet address.

4. Grantee is responsible for determining what, if any, taxes apply to Grantee’s acceptance and use of PRO. It is Grantee’s responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. BAA is not responsible for withholding, collecting, reporting, or remitting any tax arising from Grantee’s acceptance and use of PRO.

5. Grantee represents and warrants that:

  • Grantee has a sufficient technical understanding of cryptographic tokens, token storage mechanisms (including Grantee’s Wallet), and blockchain technology in general to understand these Terms and to appreciate the risks and implications of accepting PRO as a Grant;
  • Grantee has read and understands the terms and conditions of these Terms;
  • Grantee has obtained sufficient information about PRO to make an informed decision to accept PRO as a Grant;
  • Grantee understands, acknowledges and assumes the risks associated with the acceptance, holding and use of PRO in connection with this Grant;
  • Grantee understands that PRO confers no rights of any form with respect to BAA or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
  • Grantee is accepting PRO solely for use in connection with the Project and are not accepting PRO for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;
  • To the best of Grantee’s knowledge Grantee’s acceptance of PRO complies with applicable laws and regulations in Grantee’s jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in Grantee’s jurisdiction for accepting PRO, using PRO, and entering into contracts with BAA, (ii) any foreign exchange or regulatory restrictions applicable to such acceptance of PRO, and (iii) any governmental or other consents that may need to be obtained;
  • Grantee will comply with any applicable tax obligations in Grantee’s jurisdiction arising from Grantee’s acceptance of PRO;
  • If Grantee is accepting PRO on behalf of any entity, (i) Grantee is authorized to accept these Terms and to act on such entity’s behalf, (ii) such entity will be responsible for breach of these Terms by Grantee or any employee or agent of such entity (references to “Grantee” in these Terms refer to Grantee and such other parties, jointly), and (iii) such entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization.
  • Grantee hereby certifies that Grantee is not (i) a citizen or resident of a geographic area in which use of PRO is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. Grantee hereby represents and agrees that if Grantee’s country of residence or other circumstances change such that the above representations are no longer accurate, Grantee will immediately notify BAA and cease using PRO. 
  • Grantee will not use PRO in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, use of PRO in connection with transactions that violate U.S. federal or state securities or commodity laws; and
  • Grantee will at all times maintain control of Grantee’s Wallet, and Grantee will not share or disclose the account credentials associated with grantee’s Wallet with any other party.  If Grantee transfers PRO from Grantee’s Wallet into another wallet or vault, Grantee will likewise at all times maintain control of such other wallet or vault, and Grantee will not share or disclose the account credentials associated with such other wallet or vault with any other party.

6. To the fullest extent permitted by applicable law, Grantee will indemnify, defend and hold harmless BAA and BAA’s respective 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 (the “BAA Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) Grantee’s acceptance or use of PRO, (ii) Grantee’s responsibilities or obligations under these Terms, (iii) Grantee’s violation of these Terms, or (iv) Grantee’s violation of any rights of, or laws or regulations applicable to, any other person or entity.

To the fullest extent permitted by applicable law, Grantee will indemnify, defend and hold harmless Propy Inc and Propy Inc’s respective 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 (the “Propy Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) Grantee’s acceptance or use of PRO, (ii) Grantee’s responsibilities or obligations under these Terms, (iii) Grantee’s violation of these Terms, or (iv) Grantee’s violation of any rights of, or laws or regulations applicable to, any other person or entity.

7. BAA and Propy Inc reserve the right to exercise sole control over the defense, upon prior written notice to Grantee, of any claim subject to indemnification under this Section 6.  This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Parties.

8. To the fullest extent permitted by applicable law and except as otherwise specified in a writing by BAA, (a) PRO are provided on an “as is” and “as available” basis without warranties of any kind, and BAA expressly disclaims all implied warranties as to PRO, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (b) BAA does not represent or warrant that PRO are reliable, current or error-free, meet Grantee’s requirements, or that defects in PRO will be corrected; and (c) BAA cannot and does not represent or warrant that PRO or the delivery mechanism for PRO are free of viruses or other harmful components.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 8 may not apply to Grantee.

9. To the fullest extent permitted by applicable law: (i) in no event will BAA or any of the BAA Parties be liable for loss of profits or any indirect, special, incidental, consequential or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the sale or use of PRO or otherwise related to these terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable); and (ii) in no event will the aggregate liability of BAA and the BAA Parties (jointly), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to these terms or the use of or inability to use PRO, exceed the amount, if any, Grantee pays to BAA for PRO.

To the fullest extent permitted by applicable law in no event will Propy Inc or any of the Propy Inc Parties be liable for loss of profits or any indirect, special, incidental, consequential or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the sale or use of PRO or otherwise related to these terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

10. The limitations set forth in Section 9 will not limit or exclude liability for the gross negligence, fraud or intentional, willful or reckless misconduct of BAA. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages.  Accordingly, some of the limitations of this Section 10 may not apply to Grantee.

11. To the fullest extent permitted by applicable law, Grantee releases BAA and the other BAA Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

To the fullest extent permitted by applicable law, Grantee releases Propy Inc and the other Propy Inc Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

12. Please read the following section carefully because it contains additional provisions applicable only to individuals located, resident, or domiciled in the United States.  If Grantee is located, resident, or domiciled in the United States, this section requires Grantee to arbitrate certain disputes and claims with BAA and limits the way Grantee can seek relief from BAA or Propy Inc.

(a)      Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, Grantee and BAA (i) waive Grantee’s and BAA’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive Grantee’s and BAA’s respective rights to a jury trial. Instead, Grantee and BAA will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

(b)     No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to Grantee and BAA and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

(c)      Federal Arbitration Act. These Terms affect interstate commerce and the enforceability of this Section 10 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
(d)     Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to BAA shall be sent by registered mail to BAA at info@baa-foundation.org. BAA may provide notice to Grantee via email to the email address Grantee provides BAA.  Grantee’s notice must include (i) Grantee’s name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that Grantee is seeking. If Grantee and BAA cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either Grantee or BAA may, as appropriate and in accordance with this Section 10, commence an arbitration proceeding or, to the extent specifically provided for in this Section 10), file a claim in court.

(e)      Any arbitration will occur in Santa Clara County, California. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference. The state and federal courts located in Santa Clara County, California will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. Grantee may also litigate a Dispute in the small claims court located in the county where Grantee resides if the Dispute meets the requirements to be heard in small claims court.

(f)      Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

(g)      Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, Grantee either (i) acknowledges and agrees that Grantee has read and understands the rules of JAMS, or (ii) waives Grantee’s opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

(h)     Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 12 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 12 will remain valid and enforceable. Further, the waivers set forth in Section 12 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

13. These Terms will be governed by and construed and enforced in accordance with the laws of the Bulgaria, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.  Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the Sofia City Court, Bulgaria.

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

15. BAA has the right to modify these Terms if BAA reasonably believes that such modifications are necessary to comply with applicable laws or regulations or to address technical inaccuracies.  If BAA makes changes, BAA will provide notice to Grantee via email to the email address Grantee provides in the Agreement.  The amended Terms will be effective in 5 days as of email receipt, and Grantee’s continued use or holding of PRO Grantee accepted as a Grant shall constitute Grantee’s acceptance of the modified Terms. 

16. These Terms constitute the entire agreement between Grantee and BAA relating to Grantee’s acceptance of PRO from BAA as a Grant.  BAA’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.  BAA will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond BAA’s reasonable control.  BAA may assign its rights and obligations under these Terms.  Accepting PRO from BAA as a Grant does not create any form of partnership, joint venture or any other similar relationship between Grantee and BAA.  Except as otherwise provided in herein, these Terms are intended solely for the benefit of the Parties and are not intended to confer third-party beneficiary rights upon any other person or entity.  Grantee agrees and acknowledges that all agreements, notices, disclosures, and other communications that BAA provides to Grantee, including these Terms, may be provided in electronic form.