Terms of Use

Effective: 23 September 2022

Last updated: 23 September 2022

JUST GEMS NFT, a project under Findere Platform Solutions Inc (“we,” “us,” or “our”) welcomes you. We invite you to access and use our websites, including, without limitation, www.justgemsnft.com (the “Website”).

We provide visitors to our Website (“Visitor”) access to the Website subject to the following Terms of Use, which may be updated by us from time to time without notice to you. By browsing the public areas or by accessing and using the Website, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the Websites.

Any user who registers with us (each, a “Registered User”) and wishes to purchase a product or service through our Website, is agreeing to the terms of this Agreement and the accompanying Terms and Conditions of Purchase with respect to such product or service. In the event of any conflict between the terms of this Agreement and the Terms and Conditions of Purchase, the Terms and Conditions of Purchase shall control. THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

1. Description and use of our Websites

We provide Visitors and Registered Users with access to the Services as described below.

Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Website. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Website; and (ii) email us.

Registered Users. Registered Users can do all the things that Visitors can do, and: (i) purchase products and services through the Website; (ii) access exclusive content available only to Registered Users; (iii) create, access, manage, and update their own personal accounts on the Website; (iv) post comments and other content on the Website (collectively, “Registered User Content”); (v) sign up for our various programs; (vi) sign up for alerts and other notifications; and (vii) become part of the www.justgemsnft.com community.

Findere Platform Solutions Inc is under no obligation to accept any individual as a Registered User and may accept or reject any registration in its sole and complete discretion. In addition, Findere Platform Solutions Inc may deactivate any account at any time, including, without limitation, if it determines that a Registered User has violated these Terms of Use.

2. Community Guidelines

JUST GEMS NFT, a community under Findere Platform Solutions Inc, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Website, you agree to comply with these community guidelines (the “Community Guidelines”) and that:

You will comply with all applicable laws in your use of the Website and will not use the Website for any unlawful purpose;

We reserve the right, in our sole and absolute discretion, to deny you access to the Website, or any portion of the Website, without notice, and to remove any content that does not adhere to these Community Guidelines.

3. Restrictions

By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site.

4. Sign-in Name; Password; Unique Identifiers

During the registration process for Registered Users, we may ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). In case we ask you to create your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User, and sharing your access credentials with others (especially if they are using your credentials to access our proprietary Content (as defined below) is a material breach of this Agreement. In such case, you are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Websites using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.

5. Fees and Payment

As consideration for any purchase you make on the Website, you shall pay Findere Platform Solutions Inc all applicable fees and taxes. If applicable with respect to certain transactions, We (or our third-party payment processor) may authorize your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same.

6. Intellectual Property

The Website contains material, such as videos, coursework, lesson plans, training modules, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Findere Platform Solutions Inc (collectively referred to as the “Content”). The Content may be owned by us or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.

Visitors may view all publicly-available Content for their own personal, non-commercial use. Registered Users who have purchased any product or service, may download onto their own machines and view any Content contained in such purchased product or service for their own personal, non-commercial use. Other than as expressly set forth in the immediately two prior sentences, you have no other rights in or to the Content (other than your own Registered User Content that you post to the Websites), and you will not use the Content except as permitted under this Agreement. No other use is permitted without the prior written consent of Findere Platform Solutions Inc. Findere Platform Solutions Inc retains all right, title, and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Websites automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of JUST GEMS NFT (the “JUST GEMS NFT Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of GRATITUDE and Findere Platform Solutions Inc. Other company, product, and service names located on the Websites may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with JUST GEMS NFT Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of JUST GEMS NFT Trademarks inures to our benefit.

Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

7. Registered User Content; Licenses

As noted above, the Website provides Registered Users the ability to post and upload Registered User Content. You expressly acknowledge and agree that once you submit your Registered User Content for inclusion into the Website, it will be accessible by others, and that there is no confidentiality or privacy with respect to such Registered User Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT JUST GEMS NFT (FINDERE INC), ARE ENTIRELY RESPONSIBLE FOR ALL YOUR REGISTERED USER CONTENT THAT YOU UPLOAD, POST, EMAIL, OR OTHERWISE TRANSMIT VIA THE WEBSITES.

You retain all copyrights and other intellectual property rights in and to your own Registered User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Registered User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your Registered User Content, your Sign-In Name, name, likeness, and photograph in connection with any use of the related Registered User Content permitted by the previous sentence and/or to advertise and promote the Website, JUST GEMS, Findere Platform Solutions Inc, and our products and services. Without limiting the foregoing, you acknowledge and agree that uses of your Registered User Content, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such Registered User Content, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.

If you submit Registered User Content to us, each such submission constitutes a representation and warranty to JUST GEMS NFT (Findere Platform Solutions Inc) that such Registered User Content is your original creation (or that you otherwise have the right to provide the Registered User Content), that you have the rights necessary to grant the license to the Registered User Content under the prior paragraph, and that it and its use by JUST GEMS NFT (Findere Platform Solutions Inc) and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.

8. Communications with Us

Although we encourage you to email us, we do not want you to, and you should not, email us any content that contains confidential information. With respect to all emails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

9. No Warranties; Limitations of Liability

THE WEBSITES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITES OR THE CONTENT SHALL BE LIMITED TO THE FEES YOU HAVE PAID US IN CONNECTION WITH ANY PURCHASES YOU HAVE MADE FROM US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE WEBSITES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITES. THE WEBSITES MAY CONTAIN INFORMATION ON CERTAIN PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT OR SERVICE ON THE WEBSITES DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITES AT ANY TIME WITHOUT NOTICE. FURTHER, WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO CHANGE OR MODIFY PORTIONS OF THESE TERMS AT ANY TIME. IF WE DO THIS, WE WILL POST THE CHANGES ON THIS PAGE AND WILL INDICATE AT THE TOP OF THIS PAGE THE DATE THESE TERMS WERE LAST REVISED. WE WILL ALSO NOTIFY YOU, EITHER THROUGH THE SITE USER INTERFACE, IN AN EMAIL NOTIFICATION OR THROUGH OTHER REASONABLE MEANS. ANY SUCH CHANGES WILL BECOME EFFECTIVE WHEN POSTED, UNLESS A DIFFERENT DATE IS INDICATED BY US. YOUR CONTINUED USE OF THE SITE AFTER THE DATE ANY SUCH CHANGES BECOME EFFECTIVE CONSTITUTES YOUR ACCEPTANCE OF THE NEW TERMS OF USE.

10. External Sites

The Websites may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

11. Representations; Warranties; and Indemnification

(a) If you are a Registered User, you hereby represent, warrant, and covenant that:

(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Website; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

12. Compliance with Applicable Laws

The Website is based in the Philippines. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the Philippines. If you access the Websites or the Content from outside of the Philippines, you do so at your own risk. Whether inside or outside of the Philippines, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

13. Termination of the Agreement

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability. The following sections shall survive any termination of this Agreement: “Fees and Payment” (until you pay all fees and taxes due hereunder), “Intellectual Property,” “Registered User Content; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”

14. Digital Millennium Copyright Act

JUST GEMS NFT (Findere Platform Solutions Inc) respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.

If you believe that your work has been copied on the Website in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Digital Millenium Copyright Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Websites where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and email address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

15. CONTROLLING LAW

This Agreement and any action related thereto will be governed by the laws of the Philippines without regard to its conflict of laws provisions.

16. BINDING ARBITRATION

Any dispute, controversy or claim arising out of or in connection with this Terms of Use (“Dispute”) shall be discussed in person or by telephone by us (“Party” or “Parties”) within ten (10) business days of receipt of a notice from either Party specifying the nature of the Dispute. The Parties shall discuss the problem and negotiate in good faith to resolve the Dispute without the necessity of any formal proceeding relating thereto. Any Disputes not resolved within thirty (30) days from the first meeting of both Parties, or such longer time as may be agreed between the Parties, shall be referred to and finally resolved by binding arbitration under the Rules of Arbitration (the “Rules”) of Philippine Dispute Resolution Center Inc. (PDRCI), which Rules are deemed to be incorporated by reference into this provision. There shall be one (1) arbitrator which shall be appointed by the PDRCI in accordance with the Rules. The seat of arbitration shall be Pasig City, Philippines and the language of arbitration shall be English.

17. Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18. Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above.

19. Miscellaneous

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

OWNERSHIP OF NFTs.

JUST GEMS NFT offers a collection of digital assets that are backed by physical assets such as jewelries, precious metals, precious stones and other valuable objects (the “Asset-backed NFT”) that may be purchased as digital collectibles that are non-fungible tokens (“NFTs”) that uses smarts contracts (“Smart Contract”) running on the Polygon network. This website and its connected services are provided “as is” and “as available” without warranty of any kind. By using this website you are accepting sole responsibility for any and all transactions involving JUST GEMS NFT digital collectibles. Furthermore, as the JUST GEMS NFT smart contract runs on the Polygon network, there is no ability to undo, reverse, or restore any transactions.

A. You Own the NFT. Ownership of the NFT is mediated entirely by the JUST GEMS Smart Contract and the Polygon Network: at no point may we seize, freeze, or otherwise modify the ownership of any NFT. Except for its owner, the NFT is outside the control of any other party, including Findere Platform Solutions Inc., and may be subject to unknown risks and uncertainties. Findere Platform Solutions Inc. neither owns nor controls OpenSea, MetaMask, WalletConnect, the Polygon network, Polygon Network, your browser, or any other third party site, product, or service (including third party wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, or sell JUST GEMS NFTs (“Transaction”), and that, except with respect to transferring control of a JUST GEMS NFTs to the initial purchaser through the Services (“Initial Purchaser”), Findere INC. has no responsibility with respect to any Transaction. Findere Platform Solutions Inc. will not be liable for the acts or omissions of any third parties, nor will Findere Platform Solutions Inc. be liable for any damage that you may suffer as a result of your Transactions or any other interaction with any third parties. You understand that your Polygon public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of the NFT to the Initial Purchaser, Findere Platform Solutions Inc. has no control over the transfer, storage, ownership or maintenance of the NFT.

B. Personal Use. Subject to your continued compliance with these Terms, Findere Platform Solutions Inc grants you a worldwide, royalty-free license to use, copy, and display the purchased Asset-backed NFT, along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your NFT, provided that the marketplace cryptographically verifies each NFT owner's rights to display the Asset-backed NFT to ensure that only the actual owner can display the Asset-backed NFT; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT owner's rights to display the Asset-backed NFT to ensure that only the actual owner can display the NFT, and provided that the NFT is no longer visible once the owner of the NFT leaves the website/application.

C. Commercial Use. Subject to your continued compliance with these Terms and continued ownership of the NFT, Findere Platform Solutions Inc grants you an unlimited, worldwide license to use, copy, and display the purchased Asset-backed NFT for the purpose of creating derivative works based upon the Asset-backed NFT (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Asset-backed NFT to produce and sell merchandise products (T-Shirts etc.) displaying copies of the NFT. Your right to use the NFT for Commercial Use terminates when you cease to become the owner of the NFT that is the subject of the derivative work. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of NFTs generally, provided that the marketplace cryptographically verifies each NFT owner's rights to display the NFT to ensure that only the actual owner can display the NFT; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of NFTs generally, provided that the third party website or application cryptographically verifies each NFT owner's rights to display the Asset-backed NFT to ensure that only the actual owner can display the NFT, and provided that the NFT is no longer visible once the owner of the Purchased NFT leaves the website/application; or (iii) earning revenue from any of the foregoing.

D. Intellectual Property. Other than the rights to the Asset-backed NFT, nothing herein gives you any rights to any other trademarks or other intellectual property rights belonging to Findere Platform Solutions Inc. including, without limitation, to JUST GEMS NFT, and the associated logos. All of these rights are expressly reserved in the name of Findere Platform Solutions Inc.

E. Privileges. An owner of an NFT may receive special privileges, experiences, or opportunities as determined by Findere Platform Solutions Inc. in its sole discretion (“Privileges”) after the NFTs are first made available for sale. Findere Platform Solutions Inc. does not make any representation, warranty or guarantee that any owner of an NFT will receive any Privileges or achieve any particular outcome as a result of owning any JUST GEMS NFT. Findere Platform Solutions Inc. reserves the right, at its sole discretion, to restrict, limit, or deny any Privileges to any owner of an NFT, including to limit the period of time when a Privilege is available, for failure to comply with these Terms, at any time. Privileges are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and Findere Platform Solutions Inc. makes no recommendation and provides no investment advice in connection with any Privileges or otherwise as a result of holding or owning an NFT.

F. Sale of Just Gems NFT. When each Just Gems NFT is sold for the first time, the agreement for sale is between Findere Platform Solutions Inc. and the Initial Purchaser. If the Initial Purchaser decides to sell a Just Gems NFT (“Secondary Sale”), then Findere Platform Solutions Inc. is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.

By placing an order on the Site or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase a Just Gems NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize Findere Platform Solutions Inc. to automatically charge and collect such fees from your payment instrument or Wallet. If you are an Initial Purchaser, then all amounts due are to be paid to Findere Platform Solutions Inc. If you are not the Initial Purchaser of a Just Gems NFT, then amounts may be paid to the seller of such Just Gems NFT.

No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

G. Taxes. You are responsible for any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services, Privileges or Just Gems NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a Just Gems NFT).

H. No Professional Advice; Transaction Risks. The information on this Site and any information provided in connection with the Services or Privileges are provided to NFT owners only and for information only and do not constitute, and should not be construed as, professional advice or a recommendation to purchase, sell, trade, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any purchase, sale, trade, or other transaction with respect to any digital asset.

The information on this Site and any information provided in connection with the Services or Privileges provided to NFT owners are provided solely on the basis that you will make your own transaction decisions, and Findere INC. does not take account of any person's financial or other objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services or Perks provided to NFT owners shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional advice before making any transaction decision. Any decision that you make should be based on an assessment of your risks in consultation with your professional adviser(s).

The digital assets about which information is provided on the Site and any information provided in connection with the Services or Privileges provided to NFT owners are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under applicable laws. As a result, it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Site, or any information provided in connection with the Services or Privileges provided to NFT owners or to which you may independently have access.

There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks.

THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS OR SERVICES THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES OR PERKS FOR NFT COLLECTORS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE, SELL, TRADE OR OTHERWISE TRANSACT IN A DIGITAL ASSET.

Restrictions. You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without Findere Platform Solutions Inc.'s express prior written consent in each case:

(1) interfere with or disrupt the Services or servers or networks connected to the Services in any manner that could negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;

(2) violate any applicable law, or any regulations having the force of law, or which would involve proceeds of any unlawful activity;

(3) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;

(4) use the Services to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein;

(5) use the Services or any NFT to further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism; or

(6) use the Services or any NFT to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments.