☑️Paragon Platform Agreement

Terms of Service

Paragon . Terms of Use

Last revised: September 2023

Welcome to the Paragon Experience Platform! The Paragon Experience Platform (the “Platform”) is a platform that allows you to transact with non-fungible tokens or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data (“NFTs” or “NFT”). These Terms of Use (these “Terms”) are entered into by and between you and Paragon Collective Inc. doing business as Paragon (“Paragon”, “Company”, “we”, “us”, or “our”). The following terms and conditions govern your access to and use of Paragon, including any content, functionality, and services offered on or through theparagon.co (the “Site”).

1) Acceptance of Terms; Modification of Terms

These Terms set out your rights and responsibilities when you use the Paragon website, APIs and any software, tools features or functionalities provided on or in connection with our services, (the “Services”). Please carefully review these Terms. By accessing and using the Paragon platform, you are deemed to have read, accepted, executed, and agreed to be bound by these Terms. We may change or amend the Terms at any time at our sole and absolute discretion. Any changes to these Terms will be in effect as of the “LAST REVISED” date referred to at the top of this page. You acknowledge and agree that the form and nature of the Paragon platform, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the Paragon platform. IF ANY PROVISION OF THESE TERMS OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE Paragon platform. YOUR CONTINUED USE OF THE Paragon platform FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE. Please note that the section on Dispute Resolution contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action. By signing up to Paragon and opening an account and/or using the Services, you represent and affirm that you are at least 18 years old, have the legal capacity to agree to these Terms, and agree to be legally bound by the terms and conditions of these Terms in their entirety.

2) Overview of the Paragon platform

The Paragon platform provides you with the opportunity to view, transfer, rent, buy and sell digital blockchain collectibles, which may be represented as a NFT. We facilitate transactions between users, but we are not a party to any agreement of an NFT on the Paragon platform. Paragon is not a wallet provider, exchange, broker, dealer, financial institution, payments processor, money services business, or creditor.

For the Service, Paragon may receive certain fees. Paragon reserves the right to change those fees at its discretion. Paragon will disclose the amount of fees we will charge you for the applicable Service at the time that you access the Service.

By lending, selling via Buy Now Pay Later, or otherwise transferring an NFT through the Paragon platform, you agree to provide to the counterparty a limited, non transferable, revocable license from the owner of the NFT and you hereby represent and warrant that you own all legal right, title, and interest in all intellectual property linked or associated with such NFT, or you are legally authorized by the intellectual property owner to rent, sell or otherwise transfer the NFT on the Paragon platform. In order to publish any NFT for rent, sell or sell in installments on the Paragon platform, and in addition to your overall compliance with these Terms, you need to approve the Paragon smartcontract on your NFTs. When the NFT rent/buy now pay later transaction is commenced your NFT will be held in the renter/buyer Paragon Connect Wallet (a smartcontract wallet deployed on the blockchain by the user at the moment of interacting with the platform)) until the end of that specific rental or selling in installments period, at which a user can delist the NFT from the Paragon platform. For clarity, we have no obligation or liability to you for keeping, storing, or helping you recover any NFTs.

By using our service you grant us a worldwide, non-exclusive, royalty-free, sublicensable, perpetual, and transferable license to host, publish, display, perform, reproduce, copy, distribute, communicate, modify, reformat, translate, or otherwise use your content (including your NFT, images, text, content, files, communications, and other content you provide) to operate, improve, develop, and promote our service.

During the process of renting or buying in installments of an NFT, you will obtain a limited, non transferable license from the owner of the NFT to use the NFT in accordance with the terms of the Paragon platform for the duration of the rental or installments period as long as payments are received according to the payment schedule. You do not own any intellectual property rights in such NFT except for the license grants expressly set forth herein. In certain cases, we may help to evaluate or provide you with information about a lessor or seller of an NFT. However, such information is provided for informational purposes only. You bear full responsibility for verifying the authenticity, legitimacy, and identity of any NFT you rent, buy, or sell on the Paragon platform. We make no guarantees or promises about the identity, legitimacy, or authenticity of any NFT on the Paragon platform. Paragon is a highly experimental and risky platform, and you must use Paragon solely at your own risk.

Buyers and sellers who discover each other via our service are under no obligation to transact using the smart contracts that we deploy, and are free to transact with each other via any smart contract of their choice. Our service is not intended as a barter exchange.

Paragon Connect Wallets

The first time a user transacts in Paragon, a Paragon Connect Wallet is deployed on the blockchain by the user. During the process of renting and/or buying in installments, the NFT that is the object of the transaction will remain in that wallet protected. The user’s wallet is a limited purpose wallet such that the transactions and signatures that this wallet can make are limited to certain specific methods to avoid the NFT from being transferred out, destroyed or harmed in any way or otherwise used outside the limited uses allowed by the site and the NFT lender. These smartcontract wallets are created on the blockchain and administered by keys stored in the OpenZeppelin Defender infrastructure. OpenZeppelin Defender is a third party that provides relayers that can be used to sign without having access to the keys which Paragon uses via API. OpenZeppelin Defender uses Amazon KMS to store the keys in a secret fashion into their infrastructure. Paragon can not access those private keys and Paragon is not a wallet provider. For more information regarding OenZeppelin Defender, visit https://www.openzeppelin.com/defender.

Once fully paid, you own and control digital assets held in your Paragon Wallet. As the sole owner of digital assets in your Paragon Wallet, you shall bear all risk of loss of such digital assets. Paragon shall have no liability for digital asset fluctuations or loss associated with your use of the Service. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your digital assets by sending it to a different blockchain address.

Supported Tokens

Paragon's platform supports specific types of tokens for transactions and operations. The following standards of tokens are supported:

• ERC20

• ERC721

• ERC1155

Please note that the specific tokens within these categories that are available for use on the Paragon platform may vary and are subject to change at Paragon's discretion. The availability and support of tokens may also be influenced by network conditions, contract compatibility, and other factors.

It's essential for users to ensure that the tokens they intend to use on the platform fall within one of these supported categories. Transactions involving unsupported or incompatible tokens may not be processed or may result in errors.

Paragon reserves the right to update and modify the list of supported tokens as needed to enhance platform functionality and security. Any significant changes to the supported tokens list will be communicated to the Paragon community through official channels.

By using the Paragon platform, users acknowledge and agree to the terms related to supported tokens outlined in these terms and conditions.

3) Account Opening and Access

Only individuals or entities that have opened an account with Paragon are considered Paragon customers. Access to your Paragon account is limited solely to the individuals who have successfully registered and opened an associated account. You agree that you will not grant any person access to your account, except as described herein, as granting access may violate applicable laws and regulations.

You are only permitted to access your account using your account login credentials, which may include your designated wallet(s). You agree that your user account login credentials and any other required forms of authentication, where applicable, have been chosen by you, when applicable. You also agree to keep your user account login credentials and any other required forms of authentication, confidential and separate from each other, as well as separate from any other information or documents relating to your account.

You agree and understand that your disclosure of login information to third parties may negate our user authentication measures and allow unauthorized access to your account. You agree that we cannot be held liable for unauthorized access or other loss resulting from your disclosure or other transmission, whether intentional or inadvertent, of your login information to third parties.

You agree and understand that you are solely responsible (and you will not try to hold us responsible) for managing and maintaining the security of your account login credentials and any other required forms of authentication. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account.

You agree and understand that you are responsible for monitoring your account and that currently all logins are managed via a user’s crypto wallet account. Paragon has no ability to access or discover information about such accounts. If you notice any unauthorized or suspicious activity in your account, including any potential ransomware payments or transactions, please email [e-mail] and notify us immediately.

4) Account Communication

You agree and understand that all communication with you will be electronically. We will use the email address on record for your account as our primary means of communicating with you. You acknowledge and understand that this is the only authorized way to contact us. You agree that we cannot be held liable for unauthorized access to your account or other loss resulting from such fraud or other malfeasance by third parties. To ensure that you receive all our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered valid. If any email communication is returned as undeliverable, we retain the right to block your access to Paragon until you provide and confirm a new and valid email address.

5) Ownership

The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, urls, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Paragon logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Paragon or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.

Paragon’s name, logo, trademarks, and any Paragon product or service names, designs, logos, and slogans are the intellectual property of Paragon or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Paragon” or any other name, trademark or product or service name of Paragon or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Service constitutes the service mark, trademark or trade dress of Paragon and may not be copied, imitated or used, in whole or in part, without our prior written permission.

All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any NFTs displayed on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Paragon .

We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. You agree that Paragon may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Paragon any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

Paragon does not have ownership, custody, or control of NFTs or the smart contracts deployed by third parties. Creators of these NFTs or smart contracts are solely responsible for their operation and functionality.

6) Your Use of the Services

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services. Our grant of such license is subject to the following conditions:

• Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including the U.S. Department of Treasury’s Office of Foreign Assets Control, or that involves proceeds of any unlawful activity.

• Abusive Activity: you agree not to engage in any activity that poses a threat to the Paragon platform, for example by distributing a virus or other harmful code, or through unauthorized access to the Paragon platform or other users’ accounts.

• Inappropriate Behavior: you agree not to interfere with other users’ access to or use of the Paragon platform.

• Market manipulation: you agree not to engage in behavior like bidding on an auction (or making a purchase) with the intention of artificially increasing the price or creating the appearance of market interest or market activity, misleading transactions, like selling an NFT to yourself to establish a misleading price, colluding with others to manipulate prices.

• Communication: you agree not to communicate with other users for purposes of (a) sending unsolicited advertising or promotions, requests for donations, or spam; (b) engaging in hate speech or harassing or abusing other users; or (c) interfering with transactions of other users.

• Fraud: you agree not to engage in any activity which operates to defraud Paragon, the Paragon platform, other users, or any other person; or to provide any false, inaccurate, or misleading information to Company.

• Intellectual Property Infringement: you agree not to 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.

If you are unsure whether a contemplated use would violate these Terms, please contact us at the address listed below under Contact. We reserve the right to take any remedial action if you violate these terms, including forfeiture of rewards associated with the account.

7) Account Suspension

You agree that Paragon has the right to immediately suspend your account, pause, or cancel your access to the Services, or close your account if we suspect, in our sole discretion, that (a) your account is being used for money laundering or illegal activity; (b) you have concealed or provided false identification information or other details; (c) you have engaged in fraudulent activity; (d) you have acquired NFTs using inappropriate methods (including using stolen funds or payment methods); (e) you are using, employing, or operating bots or other forms of automation or multiple accounts to engage in any activity on the Paragon platform; (f) you have otherwise acted in violation of these Terms; or (g) as required by law.

8) Account Investigations

You agree and understand that we have the right to immediately investigate your account and any related account, if we suspect, in our sole discretion, that you or any such account has engaged in prohibited use or suspicious activity. You further agree and understand that we have the right to immediately investigate your account and any related account, if:

• We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;

• The account is, or is related to any account that is, subject to any pending investigation, litigation, or government proceeding;

We may, in our sole discretion, give written notice that your account is the subject of an investigation and may, in our sole discretion, share the general nature of the investigation, if permitted to do so by law.

9) Legal Process

You agree and understand that we, as well as our affiliates, service providers, their respective officers, directors, agents, joint venturers, employees, and representatives (collectively, our “Service Providers”), may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which any of us reasonably and in good faith believe to be valid. We and any of our Service Providers may, but are not required to, notify you of such a process by electronic communication. We and any of our Service Providers may charge you for associated costs, in addition to any legal process fees. You agree to indemnify, hold harmless, and defend us, from all actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with our compliance with any process that any of us reasonably believed in good faith to be valid. You further agree that we and any of our Service Providers may honor any legal process, regardless of the method or location of service.

10) Right of Offset

You agree and understand that we have the right to offset any and all debts owed to Paragon through the offset of balances of your account or any related account.

11) Source of Funds

You agree, represent, and warrant that all funds in your Paragon account, or NFTs exchanged or to be exchanged by you in the future on the Paragon platform, are not the direct or indirect proceeds of any criminal or fraudulent activity.

We reserve the right to investigate the source of any funds in your account and determine, in our sole discretion, how to handle their disposition. Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such determination is made, we reserve the right to dispose of these funds in accordance with applicable laws and regulations and in our sole discretion, which may include, returning them to the destination of their origin or to a charity of our choosing.

12) Prohibited Activity

Paragon does not permit the use of the Paragon platform for any prohibited activity in a Paragon account, including: use on any dark market, ransomware, or illegal activity that would violate, assist in violation of, or cause Paragon to violate any applicable laws and regulations, or which would involve proceeds of any unlawful activity (collectively, “Prohibited Activity”).

You agree and understand that we have the right to immediately (i) suspend your account and any related account, (ii) freeze/lock the funds and assets in all such Paragon accounts, and (iii) suspend your access to Paragon, if we suspect, in our sole discretion, any such accounts to be in violation of our Prohibited Activity policy, and (iii) take any further action pursuant to these terms of use or applicable laws.

13) Copyright Policy

Paragon may, but is not obligated to, monitor the NFTs uploaded to the Paragon platform for any infringement of a third party’s intellectual property rights. However, Paragon cannot undertake to review all such content before it is posted on the Paragon platform and cannot ensure prompt removal of objectionable content after it has been posted. Accordingly, Paragon assumes no liability for any action regarding transmissions, communications, or content provided by any user or third party. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the NFT Platform have been copied in a way that constitutes copyright infringement, you may submit a notification to our legal department, by providing the following information in writing: (a) identification of the copyrighted work that is claimed to be infringed; (b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Paragon platform; (c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address; (d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and (f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail or e-mail to:

Paragon Collective Inc.

Attn: Legal

208 N. Green Street

Chicago, Illinois 60607

E-mail: [e-mail]

It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others. Any user of the Paragon platform who has uploaded or posted materials identified as infringing as described above may supply a counter-notification. When we receive a counter notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth: (a) your name, address, telephone number, e-mail address and physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; and (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. Please note that you will be liable for damages if you misrepresent that content, or if you infringe the copyrights of others.

14) Verification and Payment

When you enter into transactions through the Paragon platform, including any rent, buy, or sell, you must provide and make valid payments, including fees owed to owners and Paragon, as well as all required transaction fees. You represent and warrant that you are authorized to use the payment method you use via the Paragon platform to rent any NFT, whether via your crypto currency wallet.. Your transaction may be suspended or canceled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Paragon platform, or any other payment or transactions that you conduct via the Paragon platform. We do not provide refunds for any transactions that you might enter into on or through the Paragon platform – whether for NFTs or anything else. You will be solely responsible to pay any and all taxes (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Paragon platform or NFTs, except for income taxes levied on us.

15) Digital Asset Withdrawals and Digital Asset Networks

Digital Assets withdrawals will typically be processed at the speed of a Digital Asset Network. In certain situations, Digital Asset withdrawals may be delayed in connection with downtime or the congestion or disruption of a Digital Asset Network.

You understand that we do not own or control the underlying software protocols of Digital Asset Networks which govern the operation of Digital Assets. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. You agree and understand that: (a) we are not responsible for the operation of the underlying protocols, and (b) we make no guarantees regarding their security, functionality, or availability.

16) Assumption of Risks

By accessing and using the Paragon platform, you represent that you are financially and technically sophisticated enough to understand the inherent risk associated with using the Paragon platform, and that you have a working knowledge of the use and intricacies of Digital Assets, NFTs and blockchains. You further understand that the markets for Digital Assets are highly volatile due to factors including adoption, speculation, technology, security, and regulation. Accordingly, you understand and agree to assume full responsibility for all the risks of accessing and using Paragon.

Any rental transaction, purchase or sale you make, accept, or facilitate relating to an NFT will be entirely at your risk. You acknowledge that you have obtained sufficient information to make an informed decision to rent, buy, or sell an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same. We do not control or endorse leases, purchases, or sales of NFTs outside of the Paragon platform. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the Paragon platform. Certain parts of the Paragon platform may display, include, or make available content, data, information, applications, or materials from third parties, including the Paragon Connect wallets (“Third-Party Materials”). By using the Paragon platform, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials, or for any other materials, products, or services of third parties.

You agree and understand that your access and use of Paragon and the Paragon platform is at your own risk; however, this brief statement does not disclose all the risks associated with Digital Assets and using Paragon or the Paragon platform. Therefore, you should carefully consider whether such use is suitable for you.

17) Modifications

You agree and understand that we may modify part or all of the Paragon platform without notice.

18) Downtime and Maintenance

You agree and understand that part or all of Paragon may be periodically unavailable during scheduled maintenance or unscheduled downtime (collectively, “Downtime”). You agree and understand that Paragon is not liable or responsible to you for any inconvenience or damage to you as a result of Downtime. Following Downtime, when services resume, you understand that market conditions and prices may differ significantly from the market conditions and prices prior to such Downtime.

19) Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY PARAGON, THE SITE, CONTENT CONTAINED THEREIN, AND NFTS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. PARAGON AND OUR SERVICE PROVIDERS MAKE NO WARRANTY THAT THE SITE WILL (A) MEET YOUR REQUIREMENTS; (B) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SITE. PARAGON DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE

WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, ANY NFTS LISTED ON OUR SITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OR RENTAL OF NFTS INCLUDING ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED INFORMATION, (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; OR (D) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING THE USE OF VIRUSES, PHISHING, BRUTE FORCING, OR OTHER MEANS OF ATTACK AGAINST THE SITE OR NFTS.

NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM OR SIMILAR NETWORKS. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM OR COMPARABLE PLATFORMS. WE DO NOT GUARANTEE THAT THE SERVICES OR ANY PARAGON PLATFORM PARTICIPANT CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS.

We are not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of NFTs. We are not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs including forks, technical node issues or any other issues).

TO THE FULLEST EXTENT PROVIDED BY LAW, PARAGON HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE, THE PARAGON PLATFORM, AND THE CONTENT CONTAINED THEREIN.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

20) Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE 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, THE PARAGON PLATFORM, 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 PARAGON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, 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 MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF PARAGON ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, CONTENT, NFTS, OR ANY NFTS LEASED ON THE SITE EXCEED THE LESSOR OF (A) $1,000 OR (B) THE AMOUNT YOU HAVE PAID DIRECTLY TO US IN CONNECTION WITH THE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

21) Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Paragon, and our 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 (individually and collectively, the “Paragon Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including attorneys’ fees and expenses) and costs (including 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 damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Paragon platform, or NFTs, (b) any feedback you provide, (c) your violation of these Terms, (d) your violation of the rights of a third party, (e) any intellectual property disputes relating to NFTs leased on the Paragon platform; and (f) your failure to pay any taxes in connection with your Paragon transactions. You agree to promptly notify Paragon of any third-party Claims and cooperate with the Paragon Parties in defending such Claims. You further agree that the Paragon Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER OF YOUR INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND PARAGON.

22) Governing Law

These Terms, your use of Paragon, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms shall be governed by the laws of the State of Wyoming, as if these Terms of Use are a contract wholly entered into and wholly performed within the State of Wyoming. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF WYOMING AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF WYOMING WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

23) Force Majeure

You agree and understand that in no event shall we or any of our Service Providers be liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition, whether or not foreseeable, beyond our or any or our Service Providers’ reasonable control, including, any act of God, nuclear or natural disaster, epidemic, pandemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, loss, or malfunction of equipment or utility, communications, computer (hardware or software), Internet or network provider services.

24) Dispute Resolution

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to [e-mail] so that we can attempt to resolve it without resorting to formal dispute resolution. If we are unable to reach an informal resolution within sixty days of your written notice, then you agree to resolve the potential dispute according to the process set forth below.

Any claim or controversy arising out of or relating to Paragon or these Terms, or any other acts or omissions for which you may contend that we are liable, including any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in Wyoming, unless Paragon and you agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

25) Entire Agreement

These Terms and our Privacy Policy, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and Paragon 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).

26) Assignment

These Terms, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. These Terms shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.

27) Relationship of the Parties

You agree and understand that nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from these Terms is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms to enforce its terms which might otherwise be interpreted to confer such rights to such persons, and these Terms and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

28) Severability

You agree and understand that if any provision of these Terms, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of these Terms shall not be affected.

29) Change of Control

In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

30) Survival

You agree and understand that all provisions of these Terms, which by their nature extend beyond the termination or expiration of these Terms, including sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, general use of Paragon, disputes with us, and general provisions, shall survive the termination of these Terms.

31) Non-Waiver of Rights

These Terms shall not be construed to waive rights that cannot be waived under applicable laws and regulations. In addition, our failure to insist upon strict compliance with any term or provision of these Terms shall not be construed as a waiver for you not to comply with such term or provision.

32) Contact

General questions or comments about the Paragon platform or these Terms should be sent to the customer support team at [e-mail].