Terms of Use

Effective Date: 25th August, 2022

These terms of use are entered into WEB3 LABS GROUP LTD, a British Virgin Islands private company limited by shares (hereinafter referred to as the Company, “us”, “we”, as the case may be), and you or the legal entity you represent ("you" or "your"). We operate an NFT project called Nannda (“Nannda”).

1 TERMS OF THE AGREEMENT

By using the Services (as defined below), whether the Nannda mobile application ("App"), or through the associated websites (collectively, the "Site"), application programming interfaces, or any of our other desktop or mobile applications (collectively, the "Services"), you-

acknowledge that you have read these terms of use, our Privacy Policy (these terms of use of service, and the terms of any policy incorporated herein are collectively referred to as the "Terms") in their entirety;

agree to be bound by the Terms; and

are authorized and able to accept these Terms. If you do not wish to be bound by the Terms, do not click "I accept" and do not register with Nannda or otherwise use the Services. Declining to accept these Terms means you will be unable to participate in use of the Services.

Nannda is a digital art collectible built on top of the Ethereum network. The collection consists some of unique digital portraits (the “Nannda NFT”) that are hashed on the blockchain and are represented by a non-fungible token (“NFT”) each.

The Company is selling the Nannda NFT via the NFT and is making the Application available to you. Before you purchase an NFT and use the UI and the Ethereum smart contracts, however, you will need to agree to these Terms.

The Nannda NFTs are sold during the initial sales according to the price schedule displayed on the website (https://nannda.xyz). The Company does not provide any additional services to the user after the business transaction is concluded.

2 GENERAL

2.1 Changes to the Terms

We may amend, change, modify or revise the Terms at any time, and we may post a notice on the Site or when you use the Services, and you can see when these Terms were last revised by referring to the "Last Updated" legend above. Your continued use of Services means you accept any new or modified Terms. You are responsible for reviewing the Terms for any changes, so please check back here from time to time.

2.2 Eligibility

By accepting these Terms, you represent and agree that you-

are a natural person who is at least 18 years of age or the age of majority in your jurisdiction;

have the power to enter into a contract with us;

are physically located in a jurisdiction in which participation in any Service you use is permitted and unrestricted by that state or country’s laws; and

at all times will abide by these Terms. If any one of these requirements is not met at any time, we may suspend your use of our Services with or without notice. We have taken commercially reasonable steps to restrict use of Services to those who are at least years old or the age of majority in their jurisdiction. We do not sell products or services for purchase by minors. In the event that you are under the age of 18, you must have your parent or guardian’s consent to these Terms and Nannda may require them to enter into these Terms on your behalf based on your jurisdiction.

2.3 Access

To access our Services, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. Our Services can be accessed directly using the Site. Access to our Services may become degraded or unavailable during times of significant data congestion or in the event of a network failure. This could result in the inability to access some of our Services. Although we strive to provide you with excellent service, we do not represent that the Services will be available without interruption. We shall not be liable for any losses resulting from or arising out of transaction delays or a failure of network protocols.

To be eligible access certain features of our Services, you may be required to register an account for Services associated with a verified identity approved in accordance with these terms ("Account"). When you create an Account, we may request certain personally identifiable information, including but not limited to your name and a legitimate email address that you control and to create a username and password.

If your Account is inactive for twelve (12) consecutive months or more, we may, in our sole discretion, close your Account and any remaining funds in your Account will be subject to applicable laws regarding unclaimed monies.

3 APP

You can access the Nannda App via any web browser using the URL https://nannda.xyz and an electronic Ethereum wallet compatible with the NFTstandard on the Ethereum network, such as the MetaMask wallet. You will not be able to engage in any transactions on the App other than through MetaMask, or other Ethereum-compatible browsers.

Transactions on the App are managed and confirmed via the Ethereum blockchain. We neither own nor control MetaMask, Google Chrome, the Ethereum network, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the App. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.

You are responsible for your MetaMask wallet (and other Ethereum wallets) and the private key to access it.

4 PAYMENT

If you decide to purchase the Nannda NFT from the contract, any financial transactions will be conducted solely through the Ethereum network. We have no control over these payments or transactions, nor do we have the ability to reverse any transactions. Therefore, the we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the App, or using the Smart Contracts, or any other transactions that you conduct via the Ethereum network.

Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. This means that you will need to pay a Gas Fee for each transaction that occurs via the App. The Gas Fee does not go to us and we have no control over its pricing.

All paid prices exclude any possible duties or charges. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without limitation, any Taxes that may become payable as the result of your ownership of Nannda. Except for income and net-wealth taxes levied on The Company, you remain solely responsible for paying all federal, state and other taxes in accordance with all applicable laws.

5 OWNERSHIP

Each Nannda NFT is a NFT on the Ethereum blockchain. When you purchase a Nannda NFT, you own the underlying Nannda NFT completely. Ownership of the Nannda NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any Nannda NFT.

Subject to your continued compliance with these Terms, we grant you a worldwide, non-exclusive, royalty-free non-commercial license to use, copy, and display the purchased Nannda NFT.

Any of Nannda’s product or service names, logos, and other marks used on the Site or as a part of the Services, including Nannda’s name and logo are trademarks owned by us, its affiliates or its applicable licensors. You may not copy, imitate or use them without our (or the applicable licensor’s) prior written consent.

6 FEES AND REWARDS

6.1 As long as you follow these Terms and the details in the whitepaper we published (the “Whitepaper”), you can earn $NDT (“Token(s)”), a utility token, for free as rewords by playing games and/or staking NFTs. The Tokens are ERC-20 standard tokens, the detailed functionality of which can be found in the Whitepaper. If you purchase the Tokens from any external exchange, the Tokens are only for sophisticated purchasers who are knowledgeable and experienced in the features and risks of digital platforms, digital assets, blockchain technology and smart contracts. Potential purchasers should determine for themselves the relevance of the information contained in the Whitepaper and related materials, in each case as supplemented from time to time, and the necessity for additional enquiry, research and professional advice. These Terms should not be considered as a recommendation by any person to participate in any token sale or digital platform.

6.2 Meanwhile, you can also purchase NFTs (non-fungible tokens) in Nannda issued by us directly from us or on external marketplaces such as Open Sea for a fee. The price of these NFTs will be as indicated on our sales Site or on external marketplaces.

6.3 You are fully responsible and liable for all charges, deposits and withdrawals made under your Account, including any unauthorized charges, deposits or withdrawals. The price of Services may change at any time, but no price change will affect your past purchases. You agree to pay all processing fees and any transaction costs (e.g., standard gas fees) that we may impose in connection with the fees.

7 RESTRICTIONS

By using the App and/or purchasing Nannda NFT, you confirm to not be listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, or Groups and Entities Subject to EU Financial Sanctions. You further confirm not to be resident of, citizen of or located in a geographic area that is subject to UN-, US-, EU embargoes.

8 TERMINATION

In the event of any force majeure event (including a pandemic), breach of these Terms, or any other event that would make provision of the App or the Site commercially unreasonable for Company, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of the App or the Site.

We may terminate your access to the App or the Site as far as technically feasible in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such Account without liability to you, including, for instance, in the event that you breach any term of these Terms.

9 ASSUMPTION OF RISK

You accept and acknowledge each of the following:

(a) There are risks associated with using cryptocurrencies, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored within your wallet. You accept and acknowledge that The Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.

(b) The App does not store, send, or receive NFT. This is because NFTs exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the Ethereum network. Any transfer of NFTs occurs within the supporting blockchain in the Ethereum network, and not on the App.

(c) The prices of blockchain assets are very volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Nannda NFT, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Nannda NFT will not lose money.

(d) Risk of loss of private key or passphrase(s): The company is not responsible for your private keys, which you need in order to access the Nannda NFTs. It is your sole responsibility to protect your private keys. In case of lost, the company takes no responsibility.

(e) The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Nannda NFTs ecosystem, and therefore the potential utility or value of Nannda NFTs.

(f) Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-721 standard.

10 DISCLOSURES; DISCLAIMERS

10.1 GENERAL DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL SERVICES, PRODUCTS, INFORMATION AND DATA PROVIDED OR MADE AVAILABLE BY US (INCLUDING WITHOUT LIMITATION SOFTWARE) ARE "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT, AND YOU ASSUME THE ENTIRE RISK WITH RESPECT THERETO. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES, YOUR ACCOUNT, SOFTWARE, VIRTUAL GOODS AND/OR THE SITE WILL BE SECURE, VIRUS-FREE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SAME WILL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD-PARTY COMPONENT, TECHNOLOGY, HARDWARE, SOFTWARE, OR SYSTEM.

10.2 Disruptions and Outages

We strive to keep Services up and running; however, all online services suffer occasional disruptions and outages, we are not responsible or liable for any disruption or loss you may suffer as a result. You should regularly backup content that you store on the Services.

11 LIMITATIONS OF LIABILITY

11.1 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER WE, NOR OUR SUPPLIERS OR LICENSORS, WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF GOODWILL), OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR ANY INFORMATION, SERVICES, PRODUCTS OR SOFTWARE MADE AVAILABLE OR ACCESSIBLE TO YOU, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF WE OR OUR THIRD PARTY SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY.

11.2 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OUR MAXIMUM LIABILITY TO YOU ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS SHALL NOT EXCEED US$50.00. THE EXISTENCE OF ONE OR MORE CLAIMS BY YOU WILL NOT INCREASE OUR LIABILITY. IN NO EVENT SHALL OUR SUPPLIERS OR LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO OUR PRODUCTS, INFORMATION OR SERVICES.

Certain jurisdictions do not allow limitations of liability for incidental, consequential or certain other types of damages; as such, the limitations and exclusions set forth in this Section may not apply to you.

12 INDEMNIFICATION

You agree that you will be responsible for your use of the App or the Site and holding Nannda NFT and you agree to defend, indemnify, and hold harmless The Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the App, Site or token at any time; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with The Company’s defense of such claim.

13 THIRD-PARTY SITES

The App may include hyperlinks to other web sites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites, are not monitoring their content and are providing the respective links for informational purposes only. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other content or materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other content or materials on, or made available from, any External Sites.

14 PRIVACY POLICY

Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

15 MISCELLANEOUS

15.1 Entire Agreement

These Terms constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. Our failure to require or enforce strict performance by you of any provision of these Terms or to exercise any right under them shall not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance. Section titles in these Terms are for reference only and have no legal effect.

15.2 Severability

The provisions of these Terms are intended to be severable. If for any reason any provision of these Terms shall be held invalid or unenforceable in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

15.3 Amendment and Modification

These Terms cannot be modified by you and may only be modified by us as provided above.

15.4 Remedies

No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys’ fees and expenses.

15.5 Assignability

We may assign these Terms or legal status, rights and obligations based on them, in whole or in part, at any time without notice to you. You may not assign these Terms or transfer any rights to use the Services.

15.6 Successors and Assigns

These Terms are solely for your and our benefit, and not for the benefit of any other person, except for our successors and assigns.

15.7 Governing Law and Jurisdiction

These User Terms of use are governed by the law of British Virgin Islands and you agree to submit to the exclusive jurisdiction of the courts of British Virgin Islands.