Terms of Use

Please review these terms and conditions of use carefully before using our website, application, software, and/or services.

This Terms of Use (these “Terms”) states the terms and conditions upon which P2S Software Inc., a Nevada limited liability company (“we” or “us”) will permit you to use our website, application, software, and/or services (collectively, the “Service”). As used in this document, the terms “you” or “your” refers to you, any entity you represent, your or its representatives, successors, assigns and affiliates, and any of your or their devices.

By visiting, accessing, using, downloading, copying, installing and/or joining (collectively “using”) the Service, you express your understanding and acceptance of these Terms. If you do not agree to be bound by these Terms, do not proceed with using the service.

NOTICE REGARDING DISPUTE RESOLUTION: These Terms constitute a binding contractual agreement between you and us. These Terms also contain an arbitration clause under which certain claims may not be brought in a court or decided by a jury, so please read this document carefully. Pursuant to the further dispute resolution clauses, you will only be permitted to pursue claims against us on an individual basis and not as part of any class or representative action or proceeding, and you will only be permitted to seek relief on an individual basis.

These terms also include certain liability limitations and legal disclaimers that limit our liabilities. In other words, your use of the Service is at your own risk and we do not assume any liability, or make any warranties of any kind, express or implied, with respect to the Service, except as explicitly set forth herein.

1. Eligibility and Accounts

(a) Use of the Service is not permitted where prohibited by law. Without limiting the foregoing, you represent and warrant that you are not located in a country that is subject to U.S. embargo, or a country that has been designated by the U.S. as a “terrorist supporting” country and that you are not listed on any U.S. list of prohibited or restricted parties.

(b) You must be at least 18 years old to use the Service. If you are under 18 years old, you may not use the Service. The Service is also limited to persons who meet Anti-Money Laundering and Counter-Terrorism Financing customer due diligence requirements, and other due diligence requirements as we may implement and apply from time to time in our discretion. You are also not permitted to use the Service if you are barred from using it under any applicable law.

(c) You may be required to create an account with us (an “Account”) to use the Service to its fullest extent. You represent and warrant that all information that you provide to us in creating your Account is complete and accurate. You shall update such information when it changes or when we request.

(d) You shall not use another person or entity’s Account without authorization. You shall be solely responsible for maintaining the confidentiality of and restricted access to your Account. You shall be solely responsible for all activities that occur under your Account. You shall notify us immediately of any breach of security or unauthorized use of your Account. Pursuant to the provisions hereof, we shall not be liable for any losses resulting from any unauthorized use of your Account and, in addition to further provisions herein, you hereby indemnify us and hold us harmless for any such unauthorized use. You acknowledge and understand that anyone who gains access to your Account will gain access to all of your data on and in your Account, including any private content, and will be able to enter into transactions on your Account.

(e) The consideration for your knowing acceptance of these Terms is that we are providing you the Grant of Use to use the Service pursuant to Section 2 hereof. You acknowledge and agree that this consideration is adequate and that you have received the same upon use of the Service.

2. Grant of Use and Termination

(a) We grant you a non-exclusive, non-transferable, and limited right to access, non-publicly display, and use the Service including all content available therein (the “Content”) on your mobile, tablet, personal computer, or other device consistent with these Terms.

(b) This grant is terminable by us at will for any reason and at our sole discretion, with or without prior notice. Upon termination we may: (i) block your IP addresses or otherwise terminate your access to or use of the Service, (ii) remove and/or delete any of your User Submissions (defined below) or your Account, or (iii) take any other such action as we deem reasonable in our sole discretion. You agree not to use or attempt to use the Service after said termination. Upon termination, the grant of your right to use the Service shall terminate, but all other portions of these Terms shall survive. You acknowledge that we are not responsible to you or any third party for the termination of your grant of use.

(d) In addition to the terms set forth herein, your use of the Service shall be limited by the rules, features, and technical limitations of the Service, which may change from time to time in our sole discretion. You shall not attempt to use the Service in any manner in which the Service is not intended or permitted to be used.

3. Intellectual Property

(a) The Content, with the exception of User Submissions and Third Party Content (defined below), including text, graphical images, photographs, music, video, software, scripts and trademarks, service marks and logos contained therein (collectively “Proprietary Materials”), are owned by and/or licensed to us. All Proprietary Materials are subject to copyright, trademark and/or other rights under the laws of applicable jurisdictions, including the United States, foreign laws, and international conventions. We reserve all our rights over our Proprietary Materials.

(b) Except as otherwise explicitly permitted, you agree not to copy, modify, publish, transmit, distribute, participate in the transfer or sale of, create derivative works of, or in any other way exploit, in whole or in part, any Content.

4. User Submissions

(a) You are entirely responsible for any and all materials you submit or otherwise make available via the Service, including authorization codes, Tokens (defined below), photos, videos, reviews, comments, communications, profile information, or other information (collectively, “User Submissions”). User Submissions cannot always be withdrawn. You acknowledge and understand that any disclosure of personal information in User Submissions may make you personally identifiable.

(b) You shall be solely responsible for any and all of your own User Submissions and any and all consequences of positing, uploading, publishing, or otherwise making them available through the Service. For any of your User Submissions, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, permissions, rights, or consents to use and authorize us to use all information as well as trademarks, copyrights, trade secrets or other proprietary rights in and to User Submissions for any and all uses contemplated by the Service and these Terms; and (ii) You have written consent, release, and/or lawful permission from each and every identifiable individual in the User Submission to use the name, information, and/or likeness of each and every such identifiable individual to enable use of the User Submission for any and all uses contemplated by the Service and these Terms.

(c) You further agree that you shall not submit material that:

• Is copyrighted, protected by trade secret or trademark laws, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to submit the material and to grant us all of the license rights granted herein;
• Is obscene, pornographic, vulgar, illegal, unlawful, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, or otherwise objectionable or inappropriate as decided by us in our sole discretion;
• Depicts illegal activities, promotes or depicts physical harm or injury against any group or individual, or promotes or depicts any act of cruelty to animals;
• Impersonates any person or entity or otherwise misrepresents you in any way, including creating a false identity;
• Would constitute, encourage or provide instructions for a criminal offense, a violation of the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• Is unsolicited or unauthorized advertising, promotion, “spam” or any other form of solicitation; or
• Is in contravention of any other rules, technical limitations, or provisions set forth on the Service, as may be created or updated from time to time in our discretion.

(d) We claim no ownership or control over User Submissions or Third Party Content. You or a third party licensor, as appropriate, retain all copyrights to User Submissions and you are responsible for protecting those rights as appropriate. You irrevocably grant us a world-wide, non-exclusive, royalty-free, perpetual, non-cancelable, sub-licensable license to reproduce, distribute, adapt, modify, publish, translate, and create derivative works of User Submissions for the purposes contemplated by your use of the Service (e.g., and without limitation, sharing your information and other data with event hosts or participants as appropriate). You also irrevocably waive and cause to be waived against us and any of our users any claims and assertions of moral rights or attribution with respect to User Submissions.

(e) You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to User Submissions. Specifically, you represent and warrant that you own the title to the User Submissions, that you have the right to upload the User Submissions to the Service, and that uploading the User Submissions will not infringe upon any other party’s rights or your contractual obligations to other parties.

(f) You acknowledge that we may at our sole discretion refuse to publish, remove, or block access to any User Submission for any reason, or for no reason at all, with or without notice.

(g) Without limiting the other indemnification provisions herein, you agree to defend us against any claim, demand, suit or proceeding made or brought against us by a third-party alleging that your User Submissions or your use of the Service in violation of these Terms infringes or misappropriates the intellectual property rights of a third-party or violates applicable law and you shall indemnify us for any damages finally awarded against us or paid by us and for reasonable attorney’s fees incurred by us in connection with any such claim, demand, suit or proceeding.

(h) If you make any suggestions to us about improving the Service or adding new features to the Service, you are assigning to us the right to use your suggestions without any compensation to you.

5. Third-Party Content and Content Generally on the Service

(a) You understand and acknowledge that, when using the Service, you will be exposed to Content from a variety of sources including content uploaded to the Service by other users, services, and parties through automated or other means (collectively, “Third Party Content”) and that we do not control and are not responsible for any Third Party Content or User Submissions. You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or otherwise objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect thereto. We claim no ownership or control over Third Party Content. Third parties retain all rights to Third Party Content and they are responsible for protecting their rights as appropriate.

(b) You understand and acknowledge that we assume no responsibility whatsoever for monitoring events or other activities on or through the Service. If at any time we choose, in our sole discretion, to monitor the same, we assume no responsibility for the same, have no obligation to take action on them, and assume no responsibility for the conduct of third-parties or their events, services, or products.

(c) Without limiting the provisions elsewhere herein on limitations of liability and disclaimers, all Content (including User Submissions and Third Party Content) on the Service is provided to you “AS-IS” for your information and personal use only and you shall not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit for any other purpose whatsoever that Content without the prior written consent of the respective owners/licensors of the Content. Without limiting further express disclaimers herein, we provide no representation or warranty regarding the accuracy or timeliness of the Content on the Service.

(d) You acknowledge that we may at our sole discretion refuse to publish, remove, or block access to any Content for any reason, or for no reason at all, with or without notice

6. General Terms for Service Use; User Transactions

(a) The Service permits, among other things, for users to purchase authorization codes, which you may then use to mint “Tokens.” Tokens may be assigned to your Account and Tokens in your Account may be used to attend or access events, or for other services or products (collectively, “Events”) from third parties. As used herein, the purveyors of Events are referred to herein as “Hosts” and the transactions with these hosts outside of the Service (e.g., what happens at the event or the services obtained from the Hosts) are referred to herein as “User Transactions.” The users who attend or use Events through the Service are referred to herein as “Participants.” We are not parties to User Transactions and are not responsible for any User Transactions or Events. Only the Participants and Hosts are responsible for respective User Transactions and only the Hosts are responsible for their Events. This means that you and the other users with whom you engage in a User Transaction are the only persons responsible for the User Transaction, including your decisions to engage in the User Transaction, your decisions to host an Event or to attend or use an Event, and anything arising from a User Transaction or Event. We are only responsible for helping facilitate finding Events, matching participants with Hosts, and facilitating payments between the participants and the Hosts. You may be deemed either a Participant or Host in connection with any particular Event.

(b) We do not interview Participants or Hosts, nor do we run background checks on either. We do not monitor, supervise, direct, or control Participants, Hosts, or Events. The use of the Service to find and participate in an Event or to host an Event or to engage in a User Transaction does not make us a party to the Event or the User Transaction, nor does it constitute us as an employer, placement, agency, representative, or agent of any person in connection with such User Transaction, Event, proposed User Transaction, or proposed Event.

(c) Each Participant and Host is solely responsible for ensuring that User Transactions and Events comply with all applicable laws.

(d) You may not use the Service to solicit, advertise for, or contact in any form persons for any purpose not related to the Service, or an Event or User Transaction to which you are a party.

(e) Without limiting the generality of any of any other provision of these Terms, you acknowledge that we are not a party to any interactions or disputes between you and any other person you interact with on or through the Service, including as part of a User Transaction or Event. And while we may, in our discretion, help facilitate the resolution of a dispute in connection with any User Transaction or Event or undo certain transactions on our Service, we have no control over and do not make any covenant, representation, or warranty as to (i) the existence, quality, safety, or legality of any goods or services listed by users on the Service; (ii) the truth or accuracy of profile, posting, listings or any other User Submissions or Third Party Content; (iii) the ability of users to sell or pay for goods or services or to hold an event; (iv) that users will actually complete a User Transaction or attend or host an Event, or (v) the integrity, responsibility, or actions of any users of the Service.

(f) We reserve the right to remove any person’s listing on the Service (e.g., a Host’s listing for an Event) for any reason or no reason, at any time, with or without notice. When interacting with other users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you do not know. NEITHER WE NOR OUR AFFILIATES ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. WE AND OUR AFFILIATES WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE OR OF ENGAGING IN ANY USER TRANSACTION OR EVENT.

(g) YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE. WE MAKE NO WARRANTY OR GUARANTEE THAT ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF SUCH GOODS OR SERVICES, NOR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT MADE AVAILABLE BY THIRD PARTIES ON OR THROUGH THE SERVICE.

(h) You may only use the Service consistent with these Terms and any and all agreements under which the Service is provided to you (including, for example, the agreements for the application stores from which you obtained our application, and the terms and conditions for any payment processor used by us). You assume sole responsibility for obtaining any additional or related hardware or software required for use of the Service.

(i) Except as described below, you are not permitted to decompile, disassemble, reverse compile, reverse assemble, reverse translate, or otherwise reverse engineer the Service, use any similar means to discover the source code of the Service or to discover any trade secrets or other intellectual property in or on the Service.

(j) You agree not to export or re-export, directly or indirectly (including via remote access) the Service or other information or materials provided to you from us to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. It shall be your responsibility to comply with the latest United States or any other relevant jurisdiction’s export regulations, and you shall defend and indemnify us in accordance with the terms hereof for your breach of these provisions. In the event that these Terms are required to be registered with any governmental authority, you shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.

(k) The Service is a “Commercial Item” as that term is defined in 48 C.F.R. §2.101. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Service is being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms.

(l) You acknowledge that from time to time the Service (including any applications through which you may access the Service) may automatically check for and install updates on your device. You agree and accept that the Service may make updates without your confirmation or consent. Any updates to the Service will be deemed part of the Service. However, we have no obligation to provide you with any updates to the Service (nor does any third-party).

7. User Conduct and Covenants

(a) You represent and warrant that all the information provided by you to us is accurate and current, that you have all necessary rights, power, and authority to agree to these Terms and to perform the acts required of you under these Terms.

(b) You hereby expressly authorize us to monitor, record and log your use of the Service, including, without limitation, your purchases, posts, messages, actions, and interactions with and on the Service.

(c) As a condition of your use of the Service:

• You agree not to use the Service for any unlawful purpose or in any way that is prohibited by these Terms.
• You agree to abide by all applicable local, state, national and international laws and regulations.

• You agree not to use the Service in any way that exposes us to criminal or civil liability.

• You agree that you are solely responsible for all acts and omissions that occur as a result of your use of the Service.
• You agree that all your User Submissions that you provide to us belong to you and that you have the right and authority to provide them to us.
• You agree not to create a false identity on the Service.

• You agree not to use any automated means, including robots, crawlers, data mining tools or the like, to download, monitor or use data or content from the Service.
• You agree not to use the Service to collect usernames and/or e-mail addresses for sending unsolicited messages of any kind.

• You agree not to take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it.
• You agree not to “stalk” or otherwise harass anyone on the Service.
• You agree not to post, link to, or otherwise make available on the Service any material that contains software viruses or any computer code, file or program designed to interrupt, destroy, limit or monitor the functionality of any computer software or hardware or any telecommunications equipment.

• You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any information you transmit.
• You agree not to disable, circumvent, or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Content or which enforce limitations on the use of the Service or the Content therein.
• You agree not to license, sublicense, sell, resell, transfer, assign, distribute or otherwise in any way commercially exploit or make available the Service or any of its Contents to any third party.

• You agree not to “frame” or “mirror” the Service.

• You agree not to reverse engineer any portion of the Service.
• You agree to be solely responsible for all acts and omissions that occur as a result of your use of the Service.
• You agree to not use the Service in any way that endangers the life or health of any person, including you.
• You agree not to remove any copyright or other proprietary notices from the Service or any of the Content.

• You agree not to use the Service to promote, facilitate or engage in any form of human trafficking or prostitution.

• You agree not to share or otherwise distribute other users’ or any other person’s personally identifiable information, including, without limitation, their names, contact information, geographical information, telephone numbers, or any other information whatsoever.

(d) We reserve the right to take appropriate action against any user for any unauthorized use of the Service, including civil, criminal, and injunctive redress and the termination of any user’s use of the Service. Any use of the Service and our computer systems not authorized by these Terms is a violation of these Terms and certain federal and state laws, including the Computer Fraud and Abuse Act.

(e) In addition to termination of your Account and termination of the grant of use of the Service, any violation of these Terms, including, without limitation, the provisions of Sections 4 and 7 hereof, shall subject you to liquidated damages of ten thousand dollars ($10,000) for each violation. In the event that your violation results in legal action (whether against you or against us by any party) or physical or emotional harm to any party, you shall be subject to liquidated damages of One Hundred and Fifty Thousand Dollars ($150,000) for each violation. We may, in our discretion, assign any such damage claim or portion thereof to a third party that has been wronged by your conduct. These liquidated damages provisions are not a penalty, but instead an attempt by you and us to reasonably ascertain the amount of actual damage that could occur from such a violation. You acknowledge and agree that the amount of these liquidated damages is a minimum and that if actual damages can be shown to be greater you shall be liable for the greater amount.

8. Payments; Tokens.

(a) To participate in an Event or to undertake other actions on or through the Service, you may be required to mint “Tokens,” in one form or another as made available through us for use on the Service (see below). Tokens may be otherwise titled on the Service in our discretion. Prices for authorization codes that may be used to mint Tokens will be posted on the Service and may change from time to time in our sole discretion. Prices are subject to change and may vary due to various reasons, including special and limited promotional offers and community standards. All payments must be made with your valid credit card, debit card, or other method of payment that we may make available from time to time, the information of which may be kept on file by us and/or by our payment processing contractor. Fees must be paid in advance of you obtaining an authorization code and you minting and using Tokens. Tokens have no cash value and may have no value outside of the Service.

(b) In order to purchase authorization codes or to mint or burn Tokens (see below), you may be asked to supply certain information to allow us to process and authorize your transaction, including, without limitation, your name, address, card number, card expiration date, card security number, account numbers, and/or other information. You represent and warrant that (i) you have the legal right to use the form of payment or account that you use and that (ii) the information that you are providing with that form of payment or account is true and correct. You acknowledge that we may use a third party for the purposes of processing or facilitating any transaction and that by submitting your information to us you grant us the right to provide this information to such third parties.

(c) We reserve the right to refuse, cancel or terminate your order or any transaction at any time and for any reason in our sole discretion. Without limiting the foregoing, we reserve the right to refuse, cancel or terminate your order and/or transaction because of product or service unavailability, errors in the description or price of products or services, errors in your order, fraud, or security.

(d) YOUR PAYMENT METHOD ON FILE, AS WELL AS TOKENS CREDITED TO YOUR ACCOUNT, MAY BE AUTOMATICALLY CHARGED FOR YOUR FUTURE PURCHASES ON OR THROUGH THE SERVICE. YOU HEREBY AUTHORIZE US AND OUR AGENTS (INCLUDING PAYMENT PROCESSORS WE MAY USE) TO CHARGE YOUR PAYMENT METHOD ON FILE FOR SUCH PAYMENTS ON YOUR BEHALF OR TO CHARGE YOUR TOKENS CREDITED TO YOUR ACCOUNT FOR ACTIVITIES ON OR THROUGH THE SERVICE.

(e) You agree not to report as fraudulent, lost, or stolen any form of payment which you have used in connection with payment to us, for which you do not have a good faith reason to believe is in fact fraudulent, lost or stolen. You agree not to report as unauthorized any charge by us for any goods or services for which you do not have a good faith reason to believe is in fact unauthorized. The liability specified in this paragraph will not limit our rights or any other liability you may have for any other reason, including a breach of any other provision of these Terms.

(f) We reserve the right to issue non-monetary penalties against you and your Account in case of chargebacks, refunds, or other bad actions. Without limiting the generality of the foregoing, we may place restrictions on you limiting future purchases on the Service or to participate or host Events.

(g) If one (1) year passes without you logging into your Account, we reserve the right to expire any unused authorization codes or Tokens in your Account. You will not be able to use any expired authorization codes or Tokens or other value and they will be removed from your Account.

(h) You may not use the Service for money transfers, currency exchange, or other money service businesses or transactions. You acknowledge and understand that Tokens are issued only by us and may have no value outside of the Service. Authorization codes do not exist prior to the time that you purchase them and Tokens do not exist prior to the time that you create them using an authorization code (“minting”). Tokens are not a substitute for currency, and are not stored value or currency. Upon destruction of a Token and providing acceptable proof of the same (“burning”), we may pay you currency correlating to the destroyed amount, as otherwise set forth herein. All payments after burning of Tokens will be rounded down to the nearest unit of currency.

(i) Authorization codes may be purchased, Tokens may be minted, and Tokens may be burned at a posted rate via accounts managed by our network, including banks, depository institutions, or payment processors (each a “Monetary Affiliate”) through the Service. We may use asset tokenization and bank deposit accounts managed by our Monetary Affiliates for the benefit of users who burn Tokens. We do not ourselves guarantee any right of redemption or exchange of Tokens for currency.

(j) We and our Monetary Affiliates reserve the right to refuse to facilitate the sale of authorization codes, or minting or burning Tokens for any reason, including, without limitation, if any act, transaction, omissions, or misrepresentation, or if you or any other person involved in a transaction violates, or attempted to violate, causes, aids, or abets the violation of any applicable law, or if we suspect or believe that any assets are blocked or frozen, or we believe them to be the proceeds of or used in any crime, terrorist funding, or corruption, or that we would believe would otherwise expose us or our Monetary Affiliates to sanctions, restrictions, penalties, or civil or criminal prosecution, as determined in our discretion. If, after you burn a Token, we determine that you had engaged in any breach of these Terms or otherwise acted in violation of applicable law, we may set-off the amount of any payment made to you from any Tokens credited to your Account and/or subsequent burning of Tokens or you shall otherwise, at our discretion, pay to us the difference immediately upon notification.

(k) Anti-Money Laundering and Counter-Terrorist Financing

(i) We intend to provide a secure, compliant, and reputable service through the Service. Accordingly, though we do not place any obligation on us to do so, we may require a comprehensive and thorough customer due diligence process. We may also engage in ongoing analysis and reporting. This includes the possibility of monitoring of and for suspicious transactions and potential reporting to international and domestic regulators and authorities.

(ii) We reserve the right bar your, or any other person’s, access to and use of the Service, or to bar or undo any transaction, for any reason, including, without limitation, any transactions from or in any jurisdictions or with persons that do not comply with applicable law, regulations, or standards, including, without limitation, the Anti-Money Laundering and Counter Terrorist Financing standards, persons who are deemed politically exposed persons, or persons or transactions that fail to meet any of our internal standards, request, or requirements. At all times, you may be subject to enhanced due diligence procedures and standards with regards to your use of the Service. We reserve the right to validate and verify your identity based on the information you provide us and other information we may have. As part of our policies, we may request additional information and documentation from time to time, and you must provide to us the same promptly. If we are unable to contact you and verify your identity and the purpose of your transactions hereunder, we may refuse to undertake any action, including the minting or burning of Tokens.

(iii) We will cooperate with applicable law enforcement and regulatory authorities where we are required to do so or where we believe that there is reasonable grounds to believe that our Service or Tokens are being used for unlawful purposes or activities.

(l) Blockchain

(i) You understand and acknowledge that Tokens may be kept on a blockchain. Without limitation, we reserve the right to replace existing Token genesis token hashes with genesis token hashes and to move any Token to a new blockchain. In the event that a Token genesis token hash is replaced or moved to a new blockchain, balances will be transferred and the Tokens on the old Blockchain will not be valid for any purpose.

(ii) In the event that a blockchain on which a Token is on forks, we reserve the right to select the new fork based on our own discretion. In the event of a fork, all Tokens on the non-chosen fork will not be valid for any purpose. We have the sole and absolute discretion in determining whether a blockchain fork has occurred.

(m) We are not responsible for any bank transfer, wire, or other processing fees or costs associated with purchasing authorization codes or the minting or burning of any Tokens. Any such fees incurred by you in connection with purchasing or minting or burning shall be deducted from the amount being transferred, minted or burned before the balance is credited or debited to you. You are responsible for all on-chain transaction costs associated with on-chain transfers of any Tokens. We reserve the right to charge fees for minting or burning Tokens.

(n) You are solely responsible for all taxes, fees, or commissions resulting from your use of the Service. You agree to indemnify us and out Monetary Affiliates from any liability for, or assessment of, any taxes, claims, withholdings, or penalties arising from your use of the Service, including any assessment of taxes imposed on us or our affiliates by relevant taxing authorities arising from any amounts paid to you resulting from use of the Service. We may require you to complete certain tax documents upon request and we may withhold any payment to you arising from burning a Token until such time as you submit these documents to us.

(o) Your Account with us is not a bank account or a deposit account, and we may not be regulated as a financial institution in your jurisdiction. No interest will be paid on any Tokens or other assets held in your Account, and all underlying assets, if any, directly held for the benefit of Token burns are not insured by us, nor may it be insured by any third party or any government agency. We may collect interest on deposits held in our own reserve accounts, to which you have no rights.

(p) Any depository accounts maintained by or for us for the benefit of Token holders may not be sufficient to cover all losses due to theft or fraud, or in the event of any other occurrence. Transactions into Tokens may be irreversible, and, therefore, losses may not be recoverable.

9. Privacy Matters

(a) We retain a separate Privacy Statement and your assent to these Terms signifies that you have read and understood the Privacy Statement. We reserve the right to amend the Privacy Statement at any time by posting such amendments to the Service. No other notification may be made to you about any amendments.

(b) You acknowledge that we may collect and use technical data and related information, including but not limited to technical information about your device, system and software, and peripherals, that is gathered periodically to facilitate the provision of updates to the Service.

(c) You understand, acknowledge, and agree that we may access, preserve, and disclose your information if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably desirable or necessary for us.

10. Modification of These Terms

We reserve the right to amend these Terms at any time by posting such amended Terms to the Service. No other notification may be made to you about any amendments. YOU ACKNOWLEDGE THAT YOUR CONTINUED USE OF THE SERVICE FOLLOWING SUCH AMENDMENTS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH AMENDMENTS, REGARDLESS OF WHETHER YOU HAVE ACTUALLY READ THEM.

11. Copyright and Intellectual Property Claims

(a) We respect the intellectual property rights of others. You may not infringe the copyright, trademark, or other proprietary informational rights of any party. We may in our sole discretion remove any Content we have reason to believe violates any of the intellectual property rights of others and may terminate your use of the Service if you submit any such Content.

(b) Repeat Infringer Policy. As part of our repeat-infringement policy, any user for whose Content we receive three good-faith and effective complaints within any contiguous six-month period will have their grant of use of the Service terminated.

(c) We comply with the Digital Millennium Copyright Act. Pursuant to Title 17, Section 512(c)(2) of the United States Code, if you believe that any of your copyrighted material is being infringed on the Website, we have designated an agent to receive notifications of claimed copyright infringement. Notifications should be e-mailed to legal@pay2stay.com or sent to:

P2S Software Inc.
Copyright Agent
18653 Ventura Blvd, Suite 131
Tarzana, California 91356

(d) All notifications not relevant to us or ineffective under the law will receive no response or action thereupon. An effective notification of claimed infringement must be a written communication to our agent that includes substantially each of the following:

• Identification of the copyrighted work that is believed to be infringed. Please describe the work and, where possible, include a copy or the location (e.g., a URL) of an authorized version of the work.
• Identification of the material that is believed to be infringing and its location. Please describe the material and provide a URL or any other pertinent information that will allow us to locate the material on the Service.
• Information that will allow us to contact you, including your address, telephone number, and e-mail address.
• A statement that you have a good faith belief that the use of the material complained of is not authorized by you, your agent, or the law.
• A statement that the information in the notification is accurate and that under penalty of perjury that you are the owner or are authorized to act on behalf of the owner of the work that is allegedly infringed.
• A physical or electronic signature from the copyright holder or an authorized representative.

(e) If your User Submission is removed pursuant to a notification of claimed copyright infringement, you may provide us with a counter-notification, which must be a written communication to our above listed agent and satisfactory to us that includes substantially each of the following:

• Your physical or electronic signature.
• 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.
• 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.
• Your name, address, telephone number, email address and a statement that you consent to the jurisdiction of the courts in the address you provided, California, and the location(s) in which the purported copyright owner is located.
• A statement that you will accept service of process from the purported copyright owner or its agent.

12. Indemnification and Release

(a) You hereby agree to indemnify us and hold us harmless from any and all damages and expenses, including those arising from third-party claims, including attorney’s fees, arising from your use of the Service or from your breach of these Terms.

(b) In the event that you have a dispute with one of more other users or any third parties (including, without limitation, Participants or Hosts), you hereby release us, our officers, employees, agents and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Service, except to the extent arising from our gross negligence or willful misconduct.

(c) Although we take efforts to prevent the Service from being used for any fraudulent purposes, you acknowledge and understand that you engage in any transaction on the Service at your own risk and that we are not in any manner responsible for any damages you suffer as a result thereof. Without limiting the foregoing, you hereby acknowledge and understand that you solely bear the risk of hosting an Event or participating in an Event or a User Transaction, and you release us for the same. You understand and acknowledge that if any person requests funds from you through the Service other than Tokens, it is highly likely that the request is fraudulent.

(d) If you are a California resident, you hereby waive any and all rights or remedies available under and the provisions themselves of California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” You also waive any other analogous right you may have under an analogous statute of any other applicable jurisdiction.

(e) All of the above provisions shall be deemed to apply to the benefit of our parent companies, subsidiaries, directors, officers, employees, agents, designees, contractors, affiliates, subsidiaries, successors, and assigns.

13. Disclaimer of Warranties and Limitations of Liabilities

(a) READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. THE FOLLOWING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

(b) The Service may contain links to third-party websites or applications that are completely independent of us and may be found on third-party website and applications that are also completely independent of us. We assume no responsibility for the content, privacy policies, practices, services and products of such third-parties and make no representation or warranty as to the accuracy, completeness or authenticity of information contained in any third party websites or applications. We have no right or ability to edit the content of any third party websites or applications. You acknowledge that we shall not be liable for any and all liability arising from your use of any third party websites or applications or any of their policies, practices, services, or products. Nor, as stated elsewhere herein, are we responsible for the actions of any Participants or Hosts, or for any Events or User Transactions.

(c) The Service is provided “AS-IS” and without any warranty or condition, express, implied or statutory. We specifically disclaim to the fullest extent any implied warranties of merchantability, fitness for a particular purpose, non-infringement, information accuracy, timeliness, integration, interoperability, or quiet enjoyment. We disclaim any warranties for viruses or other harmful components in connection with the Service.

(e) UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, WHETHER SUCH DAMAGES ARISE FROM YOUR USE, MISUSE OR INABILITY TO USE THE SERVICE, FROM YOUR RELIANCE ON ANY CONTENT ON THE SERVICE, FROM THE INTERRUPTION SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF THE SERVICE OR THE TERMINATION OF THE SERVICE BY US, OR FROM ANY PARTICIPANT, HOST, EVENT, OR USER TRANSACTION. THESE LIMITATIONS ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE SERVICE.

(e) WE DO NOT WARRANT THAT (i) THE SERVICE, OR ANYTHING ELSE OBTAINED ON OR THROUGH THE SERVICE, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (v) ANY ERRORS IN CONTENT WILL BE CORRECTED.

(f) YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE THE TERMINATION OF YOUR USE OF THE SERVICE. IN NO CASE SHALL THE MAXIMUM LIABILITY OF US ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE EXCEED THE GREATER OF (I) THE AMOUNT YOU PAID FOR THE EVENT OR USER TRANSACTION FROM WHICH THE CLAIM AROSE AND (II) TWO HUNDRED DOLLARS ($200) IN AGGREGATE.

(g) All of the above provisions shall be deemed to apply to the benefit of our parent companies, subsidiaries, directors, officers, employees, agents, designees, contractors, affiliates, subsidiaries, successors, and assigns.

14. Disputes

(a) To the maximum extent permitted by law, these Terms as well as any claim, cause of action, or dispute that may arise between you and us, are governed by the laws of the State of Nevada without regard to conflict of law provisions. Subject to Subsection (b) below, FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN OR SERVING LAS VEGAS, NEVADA. NOTWITHSTANDING THE FOREGOING, AND NOT WITHSTANDING THE ARBITRATION PROVISIONS HEREOF, IN THE EVENT THAT WE ARE REQUIRED TO BRING ANY ACTION AGAINST YOU FROM OR IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, SUCH ACTION MAY BE BROUGHT IN THE JURISDICTION AND VENUE FROM WHICH THE INDEMNIFICATION CLAIM ARISES.

(b) Any controversies, disputes, actions, causes of action or other claims between you and us arising out of or relating to these Terms, or the breach, termination, or validity hereof or your use of the Service (a “Controversy”) shall be finally settled by binding arbitration before a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules & Procedures (modified only as herein expressly provided). The arbitrator shall be experienced with regard to commercial disputes of the type for which arbitration is being sought. The arbitration shall be before one arbitrator mutually agreed upon by the parties. The parties agree that the arbitration will be held in Las Vegas, Nevada, or in such other place as the parties may mutually agree upon. The arbitration will be held in accordance with and subject to the procedural and substantive laws of the State of Nevada. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. The decision of the arbitrator on the points in dispute with respect to such Controversy will be final, non-appealable and binding and judgment on the award may be entered in any court having jurisdiction thereof. The parties agree that this clause has been included to rapidly and inexpensively resolve any Controversy, and that this clause shall be grounds for dismissal of any court action commenced by any party arising out of or relating to these Terms or the breach, termination or validity hereof; provided that nothing in this subsection nor these Terms shall limit any party’s right to bring (i) post-arbitration actions seeking to enforce an arbitration award, (ii) actions seeking injunctive or other similar relief in the event of the breach or threatened breach of any of the provisions of these Terms, or (iii) a small claims action. The language used in the arbitration proceedings will be English.

(c) Notwithstanding any of the foregoing, claims for violation of the Computer Fraud and Abuse Act (or its successor), and claims for infringement or misappropriation of intellectual property rights (including patents, copyrights, trademarks, and trade secrets) shall not be subject to a requirement to arbitrate (though may still be arbitrated upon the discretion of the claimant of such claim).

(c) YOU AGREE THAT YOU MAY BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. You hereby agree that as part of the consideration for these terms, you are hereby waiving any right you may have to a trial by jury for any dispute between you and us arising from or relating to these Terms or the Service. This provision shall be enforceable even in the case that the arbitration provisions or any other provisions of this section or agreement are waived or found unenforceable.

15. General Provisions

• Merger. These Terms, as amended from time to time, constitute the entire agreement between you and us and supersede all prior agreements between you and us and may not be modified without our written consent.
• Waiver. Our failure to enforce any provision of these Terms will not be construed as a waiver of any provision or right.
• If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
• Third Party Rights and Obligations. Unless explicitly stated, nothing herein is intended, nor will be deemed to confer rights, remedies, obligations, or liabilities upon any third party.
• Assignment. These Terms are not assignable, transferable or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction.
• Notice. You agree that we may provide you with notices by e-mail, regular mail, or postings to the Service.
• Construction. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the term “including” is illustrative and not limitative.
• Translations. If these Terms or any other documents between you and us are translated and executed in any language other than English and there is any conflict as between the translation and the English version, the English version shall control.