1/21-23 1 Flowty Terms of Service These Terms of Service are entered into by and between you (“you” or “your”) and flowtyNFT Inc. (“Flowty,” “we,” “our,” or “us”). The following terms and conditions, together with the schedules and any documents expressly incorporated by reference (collectively, “Agreement”), govern your access to and use of the technology service offering made available to you through Flowty.ioand further described in this Agreement (“Service”). BY CLICKING THE “I ACCEPT”BUTTONOR SIMILAR ATTESTATION WHEN SUCH OPTION IS MADE AVAILABLE TO YOU OR OTHERWISE VISITING THE FLOWTY.IO WEBSITE OR USING THE SERVICE, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT EFFECTIVE AS OF THE DATE OF SUCH ACTION. YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THIS AGREEMENT AND FULLY UNDERSTAND THE RISKS, COSTS AND BENEFITS RELATED TO TRANSACTIONS MADE USING THE SERVICE. YOU REPRESENT,WARRANT, COVENANT, ACKNOWLEDGE AND AGREE AS SET FORTH IN THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY TO ENTER INTO THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICE. In addition to other important terms and conditions in this Agreement, this Agreement contains both a jury trial waiver and a class action waiver, as well as an agreement to resolveany disputes that may arise by arbitration. PLEASE REVIEW SECTIONS13.5to13.8to understand your rights and how you may opt out of such requirements. The Service is offered and available only to individuals who are 18 years of age or older and who are not a Disqualified Person. By using the Service, you represent and warrant that you are of legal age to form a binding contract with Flowty and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service. Capitalized terms used this Agreement that are not otherwise defined in the relevant Section shall have the meanings given in Schedule 1. In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties intending to be legally bound agree as follows: 1.Flowty Service Access; Restrictions 1.1.Access and Use. Subject to and conditioned on your compliance with the terms and conditions of this Agreement, Flowty hereby grants to you, a non-exclusive, non-transferable, non- assignable right to access and use the Service solely for your use as a User in accordance with this Agreement. To the extent a mobile app owned by us is made available to you as part of the Service,weherebygrantyouanon-exclusive,non-transferrable,non-assignable,non- sublicenseable license under copyright to download a single copy of such mobile app onto your device to use and display such mobile app for the sole purpose of enabling you to use such app as part of the Service in accordance with this Agreement. Flowty reserves the right at any time
2 to make any changes to the configuration, appearance, content functionality, and scope of the Service. Without limiting the generality of anyother provisions of this Agreement, Flowty reserves the right at any time, in the exercise of its sole and reasonable discretion, without any liability whatsoever to (i) impose limitations on access to or use of the Service and (ii) temporarily suspend, orto temporarily or permanently restrict access to, the Service or any particular portion thereof. Flowty shall, where reasonably practicable, provide notice to you of any suspension, restriction or limitation on your access to the Service in reasonable detail and the steps required by you to remedy the same. 1.2.Use Restrictions. You shall not use the Service for any purposes beyond the scope of the access granted in this Agreement. Without limiting the foregoing, you agree that you shall not at any time: a)copy, modify, translate, adapt, or otherwise create derivative works of the Service, in whole or in part; b)rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service; c)reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any proprietary or non-public software component of the Service, in whole or in part; d)bypass or breach any security device or protection used by the Service or Third-Party Services; e)damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Service, Flowty’s information technology systems, or otherwise interfere with Flowty’s provision of the Service; f)introduce any Harmful Codeinto the Service, or any Third-Party Service, including but not limited to the Flowty Smart Contract, and the Flow Blockchain; g)remove any proprietary notices from the Service; h)use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person (including any privacy rights); i)use the Service to scrape data or for purposes of competitive analysis of the Service, for the development of a competing software productor service, or any other purpose that is to Flowty’s commercial disadvantage; j)use the Service to sell, or buy NFTs or other items that give the respective NFT Holders rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments; k)Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
15 venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 13.11.No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 13.12.Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 13.13.Survival. All Sections, and any right or obligation of the parties in this Agreement, which by their nature should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
19 usedtoidentifyanyindividualorcompany. “Third-Party Service(s)” means any software, software services, content, data, orother materials, including related documentation, that are owned by third parties other than Flowty. “Transaction(s)” has the meaning set forth in Section2.1. “Users” means any Independent Users, NFT Holders, or individuals and entities that access the Service. “User Data” means information, data, and other content, that is collected, downloaded,or otherwise received, directly or indirectly, from a User by or through the Service and is not made available publicly, but does not include any Statistical Data.
21 Independent Lender Digital Wallet from which the Loan Disbursement Amount was distributed pursuant to Schedule 2, Section 1.1. 1.3.Automated Settlement Process. In the absence of an Early Repayment, at the time the Loan Repayment Date and Time has been reached, the Flowty Smart Contract will initiate the following settlement process (“Settlement Process”) which will validate whether the NFT Holder has both selected the Loan Repayment Opt-In and has Fungible Tokens equal to or greater than the Loan Repayment Amount in the NFT Holder Digital Wallet (“Settlement Conditions”). Upon confirming that the Settlement Conditions are satisfied, the Flowty Smart Contract will distribute the Loan Settlement Amount and release the NFT Collateral and NFT Issuer Royalty as follows: (i) withdraw the Fungible Tokens in the amount of the Loan Repayment Amount from the NFT Holder Digital Wallet and, subject to Section 2.3 above, transfer such Fungible Tokens to the Independent Lender Digital Wallet; (ii) release NFT Issuer Royalty to Independent Lender Digital Wallet; and (iii) release the NFT Collateral to NFT Holder Digital Wallet. If there has not been an Early Repayment and one or more of the Settlement Conditions have not been met, the NFT Holder shall be deemed to be in default of the loan under the respective Direct User Agreement, and the Flowty Smart Contract will release the NFT Collateral to the Independent Lender Digital Wallet and release the NFT IssuerRoyalty to the NFT Issuer Digital Wallet. Flowty does not guarantee that the various functions of the Service and Flowty Smart Contact will be completed within any minimum amount of time following the end of the Loan Term, it being understood that the Service, including the Settlement Process, is subject to Downtime and other delays. 1.4.Automatic Loan Repayment Opt-In. At the time of adding a new listing to the Flowty marketplace, NFT Holder may opt-in to permit the Service to repay the Loan Repayment Amount from NFT Holder Digital Wallet in accordance with Schedule 2, Section1.3above (“LoanRepayment Opt- In”). If NFT Holder has selected the Loan Repayment Opt-In and there has been no Early Repayment, the Flowty Smart Contract will initiate the Settlement Process in accordance with Schedule 2, Section 1.3 above.You are strongly encouraged to select the Repayment Opt-In to reduce the risk of default in the absence of Early Repayment.
23 Wallet. If the Flowty Smart Contract is unable to complete an automatic return, theFlowty Smart Contract will initiate the rental return process in accordance with Schedule 3, Section 1.2 above. You are strongly encouraged to select the Rental Return Opt-In to reduce the risk of losing your Refundable Deposit.
24 Schedule 4 NFTStorefront 1.1.Flowty Storefront Transactions. NFT Holders may list their NFTs for sale (as provided in Section 1.2 of this Schedule), and an Independent Buyer may purchase an NFT, through the Flowty Storefront. Upon acceptance of the List Price (defined below) by anIndependent Buyer,the required Fungible Tokens in the amount of the List Price will be transferred from the Independent Buyer Digital Wallet to the NFT Holder Digital Wallet and the NFT Holder’s NFT will be transferred from the NFT Holder Digital Wallet to the Independent Buyer Digital Wallet. Flowty will receive the Flowty Storefront Transaction Fee from the NFT Holder’s share of the List Price as part of the Transaction. Any applicable NFT Issuer Royalty will also be distributed from the NFT Holder’s share of the List Price as part of the Transaction. 1.2.Listings. NFT Holder may create a listing for an NFT owned by the NFT Holder by (i) identifying the NFT and the designated NFT Holder Digital Wallet that holds such NFTand(ii) setting the respective NFT’s listing price (“List Price”)(each completed listing an “NFT Listing”).