NAFTOS Terms of Service

These Terms of Service ("Terms") pertain to your utilization of the website found at www.naftos.com, including all subsequent links, associated web pages, websites, and social media pages (collectively referred to as the "Sites"), which are provided by Naftos Inc. or its subsidiaries ("Naftos," "we," "our," or "us"), online services encompassing the Site, collectively referred to as the "Services", and products accessible through the Site (the "Products").

By engaging with our Products or Services, you acknowledge and agree to be bound by these Terms, except for specific dispute scenarios outlined in Section XVIII, instances where you choose to opt-out of arbitration as detailed in Section XVIII, or circumstances that are prohibited by law. Disputes between you and Naftos will be exclusively resolved on an individual basis and not through class arbitration, class action, or any other form of representative proceeding, nor by jury trial.

Furthermore, please be aware that the terms of sale outlined in Section VI will be applicable to any Products you acquire from us. If you do not consent to these Terms, kindly refrain from using our Products or Services.

We reserve the right to specify different or additional terms, conditions, guidelines, policies, or rules that are applicable to certain aspects of our Products or Services ("Supplemental Terms"). Your acceptance of the applicable Products or Services incorporates any Supplemental Terms, and in the event of a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will prevail.

Changes may be made to these Terms. The "Last Updated" date mentioned above signifies the date of the last modification to these Terms. In the event of future changes, we may notify you of such alterations, whether by email, through our Services, or by updating the date at the top of these Terms. Unless stated otherwise in our notice, the revised Terms will take effect immediately, and your continued use of our Products or Services after such notice confirms your acceptance of the modifications. If you disagree with the revised Terms, you are required to discontinue your use of our Products and Services promptly.

I. Definitions

• A. "NFT" shall refer to any non-fungible token tracked on the blockchain, including those adhering to the ERC-721 standard or comparable standards, and is associated with one or more Works.
• "Own" pertains to the status wherein a party is duly recorded as the legitimate owner of the NFT on the pertinent blockchain or within the records maintained by Naftos Inc., its affiliate, or any of their designated service providers.
• "Purchased NFT" designates the NFT acquired by you from the seller (or otherwise transferred to you), with the understanding that the seller is the rightful owner of the NFT before the sale or transfer, and ownership is transferred post-sale or transfer to you.
• "Third Party IP" encompasses any intellectual property or proprietary right, acknowledged in any country or jurisdiction worldwide, including but not limited to patents, copyrights, trademarks, trade secrets, and rights of publicity, held by a third party.
• "Work" signifies any element associated with the Purchased NFT that is or may be protected by patent, copyright, trademark, trade secret, right of publicity, or any other intellectual property or proprietary right recognized in any country or jurisdiction worldwide. This excludes the physical product transferred with the Purchased NFT, if applicable. By way of illustration, Works may include, but are not limited to, music, sound recordings, videos, artwork, graphics, designs (both 2-D and 3-D), photographs, names, likenesses, trademarks, taglines, and trade dress. For instance, in the case of an NFT that includes a physical trading card, the artwork displayed on the physical trading card constitutes a "Work." It is clarified that a Purchased NFT may consist of more than one Work; for example, the front and back artwork of a digital NFT card are each considered a separate Work.

II. Eligibility and Usage Criteria

• A. Age: Individuals below 18 years of age (or the age of legal majority applicable in their jurisdiction) are permitted to utilize our Products and Services solely under the supervision of a parent or legal guardian who consents to be bound by these Terms. The parent or legal guardian of a user below the age of 18 (or the age of legal majority) assumes full responsibility for the actions or omissions of the user concerning our Products and Services. If you are a parent or legal guardian and suspect that your child under the age of 18 is using our Products or Services without your authorization, please contact us through the provided webform.
• B. Jurisdiction: Your usage of our Products and Services is restricted to jurisdictions authorized by Naftos.

III. Your Data

You have the option to furnish specific information to Naftos regarding your access or utilization of our Services, or we may gather certain details about you during your usage of our Services. You assert and guarantee that any information provided to Naftos in connection with the Services is accurate. For details on how we collect, employ, share, and otherwise handle information about you, kindly refer to our Privacy Policy.

IV. Accounts

You can establish an account with Naftos to access our Services. Sharing or allowing others to use your individual account credentials is prohibited. You are required to promptly update any alterations to the information within your account. Your account password must be strong, exclusive to our Services, and not employed by you on any other website or online service. You are responsible for maintaining the security of your account and must promptly notify us if you discover or suspect any unauthorized access to your account. We hold the authority to decline, mandate changes to, or reclaim usernames, including on behalf of businesses or individuals possessing legal rights, such as trademark rights, to those usernames.

V. Prohibited Behaviour

• A. You must meet the eligibility criteria outlined in Section I to use our Products or Services, and you are prohibited from using them for any purpose other than their intended use. Additionally, you must refrain from the following actions in connection with our Products or Services:
• • 1. Violate any applicable law, contract, intellectual property right, or other third-party right, or commit a tort.
  • 2. Engage in any harassing, threatening, intimidating, predatory, or stalking conduct.
  • 3. Use or attempt to use another user's account or information without authorization from that user and Naftos.
  • 4. Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity.
  • 5. Sell or resell our Services.
  • 6. Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Products or Services, except as expressly permitted by us or our licensors.
  • 7. Modify our Products or Services, remove any proprietary rights notices or markings, or otherwise create derivative works based upon our Products or Services.
  • 8. Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner.
  • 9. Reverse engineer any aspect of our Services or engage in any activity that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services.
  • 10. Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services. Naftos grants permission to operators of public search engines to use spiders to copy materials from the Sites for the sole purpose of creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Naftos reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
  • 11. Develop or use any applications that interact with our Services without our prior written consent.
  • 12. Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes.
  • 13. Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our or any of our partner's reputations or suggests any form of association, approval, or endorsement by Naftos or our partners, including our licensing partners.
  • 14. Use our Products or Services for any illegal or unauthorized purpose or engage in, encourage, or promote any activity that violates these Terms.
• B. Enforcement of this Section IV is solely at Naftos' discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

VI. Terms of Purchase Physical Products

When you engage in a transaction to acquire a physical product through our Services (referred to as a "Physical Transaction"), you are bound by the terms outlined in this Section V (referred to as the "Terms of Purchase").

• A. Eligibility: To finalize your purchase, you must possess a valid physical billing and shipping address within the Territories.
• B. Restrictions: Your acquisition of Products is limited to personal, family, or household use by either yourself or the intended recipient of the Products. We retain the right to impose limits on the quantities that may be purchased per order, per account, per payment card, per person, or per household. We also reserve the right, without prior notice, to decline service to any customer, reject any order at any time, and refund any funds paid for such an order.
• C. Price: Prices displayed on the Site exclude taxes or charges for shipping and handling. Taxes, as well as shipping and handling costs unless otherwise agreed by Naftos, will be added to your purchase amount and itemized on the checkout page. You will have the opportunity to review taxes and delivery costs before confirming your purchase. Prices on the Site is subject to change without notice. We do not collect taxes on merchandise shipped to jurisdictions where we lack substantial nexus, making you responsible for any sales taxes related to your purchase from the Sites and in the App.
• D. Payment: Should you decide to make a Physical Transaction, you may be required to provide certain relevant information, such as your payment card number, its expiration date, billing address, and shipping information, to us or our payment processors. You warrant that you have the right to use any payment card submitted in connection with a Physical Transaction. You authorize us to charge your payment method, including any updated payment method information received, for any charges you are responsible for under these Terms. Verification of information may be necessary before acknowledging or completing any Transaction. You are obligated to pay all charges incurred through the Services on your behalf at the prices in effect when such charges are incurred, including all taxes and applicable shipping and handling charges for your Physical Transactions. In the event legal action is required to collect on balances due, you agree to reimburse us and our vendors or agents for all expenses incurred in recovering sums due, including attorneys' or other legal fees and other legal expenses.
• E. Order Confirmation; Acceptance: You will be able to review and confirm your order, including delivery address, payment method, and other details. We will display or send notice when we formally accept your order, and our acceptance will be complete at the time we display or send the formal acceptance notice. Payment must be received before our acceptance of an order.
• F. Shipping; Delivery: Physical Products will be shipped to the address you designate, provided the address is complete and complies with the shipping restrictions outlined in these Terms. You are responsible for all specified shipping and handling charges during the ordering process. All Physical Transactions are executed pursuant to a shipment contract, resulting in the transfer of risk of loss and title for Physical Products to you upon delivery of the Physical Products by Naftos to the carrier. Unless agreed otherwise by Naftos, you are responsible for filing any claims with carriers for damaged and/or lost shipments. Any provided shipping dates are approximate and not guaranteed, and we are not liable for delays in shipments.
• G. Order Delays; Cancellation: We retain the right to delay, refuse, or cancel any order before delivery. For instance, if errors occur on the Site or are made in connection with your order, or if there are inaccuracies in Product or pricing information or Product availability, we reserve the right to correct the error and charge you the correct price or cancel your order. We will communicate with you if any part of your order is canceled or if additional information is required to accept your order. In certain cases, the manufacture or distribution of a specific Physical Product may face delays. In such an event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule.
• H. Reservation of Rights: The availability of any Physical Product (including the validity of any coupon or discount) is subject to change without notice. Naftos reserves the right, without prior notice, to limit the quantity of any Product available or discontinue the availability of any Product; impose conditions on the honoring of any coupon, discount, or similar promotion; bar you from making any Transaction; alter the payment option for Products; and refuse to provide you with any Product.
• I. Disclaimer: Weights, measures, and similar descriptions are approximate and for convenience only. While we make reasonable efforts to accurately display the attributes of Physical Products, including applicable colors, the actual colors you perceive will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors.

VII. Limitations of Use

• A. You acknowledge and agree that, without the express prior written consent of both Licensors obtained in each specific instance, you shall not engage in, or permit any third party to engage in or attempt to engage in, any of the following activities:
• • 1. Modify the Purchased NFT or any associated Work in any manner.
  • 2. Utilize the Purchased NFT or any Work for the purposes of advertising, marketing, or selling any product or service.
  • 3. Employ the Purchased NFT or any Work in connection with images, videos, or any other forms of media that depict hatred, intolerance, violence, cruelty, or anything that could reasonably be construed as hate speech or an infringement upon the rights of others. This prohibition extends to content related to drugs (including both prescription and non-prescription substances) or other supplements, death, pornography, "adult only" or sexually explicit activities, massage parlors, prostitution, dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity, or age, medical conditions, or political campaigns or causes.
  • 4. Utilize the Purchased NFT or any Work in movies, videos, or any other forms of media, except exclusively for your personal, non-commercial use.
  • 5. Sell, distribute for commercial gain (including, for example, giving away with the intention of eventual commercial gain), or otherwise commercialize merchandise that incorporates, contains, or comprises the Purchased NFT or any Work.
  • 6. Register or attempt to register any trademark (or any confusingly similar trademark) or any copyright (or create or register any derivative work), or otherwise acquire additional rights in any intellectual property or other proprietary rights recognized in any country or jurisdiction worldwide, pertaining to the Purchased NFT or any Work.
  • 7. Otherwise utilize any Work for your own or any third party's commercial benefit.
• B. In the event that any Work incorporates Third Party IP, you hereby acknowledge and agree that:
• • 1. Your usage rights regarding such Third Party IP are restricted to its incorporation within the Work and are subject to the terms outlined in this Agreement. You do not possess the authority to employ such Third Party IP in any manner beyond its inclusion in the Work.
  • 2. Depending on the specific licensing terms granted by the owner of the Third Party IP, the Seller or a Licensor may be obligated to convey additional terms, which could encompass supplementary restrictions, regarding your utilization of the Purchased NFT and any associated Work.
  • 3. In instances where the Seller or a Licensor communicates such additional restrictions to you via email or other written means, it is your responsibility to adhere to all specified restrictions from the date of receipt of the notice. Failure to comply with these restrictions will constitute a breach of this Agreement.

VIII. Physical Product Return Policy

• A. Initiating a Return: If you decide to return a Naftos Physical Product acquired through our Services, you must initiate a return claim, referred to as a "Return Claim," by using our designated online form. The link to this form will be provided to you via email or within your account details related to the Physical Product order. As part of the process, you may be required to provide various details, including your name, address, email address, and telephone number, and a copy of your purchase receipt or equivalent proof of Product acquisition. Verification may be necessary before acknowledging any Return Claim. Upon receipt of your fully documented Return Claim, Naftos will communicate its decision regarding the approval or denial of your claim. If approved, Naftos will issue a return merchandise authorization number and email a shipping label to facilitate the return. To qualify for a refund, you must initiate the Physical Product return to Naftos within thirty (30) days from the original delivery date and dispatch the Physical Product to Naftos or its designated entity within ten (10) days of initiating the return. The returned Product must adhere to the exclusions outlined below to qualify for a refund.
• B. Exclusions:
• • 1. Naftos will not accept returns of Physical Products purchased from other retailers, as those Physical Products are subject to the respective retailer’s return policies, and Naftos disclaims any responsibility for such returns.
  • 2. Moreover, Naftos will not accept the return of any Physical Products if the Physical Product:
  • i. is not in its original condition with all original, sealed packaging, ii. was labeled as a “final sale” item at the time of sale, iii. is a Premium Packaging Add On (e.g., gift box, gift bag), iv. was purchased in bulk (i.e., 6 or more of the same Product), v. is returned more than thirty (30) days from the date of delivery by or on behalf of Naftos to you or your designated recipient or shipped to Naftos more than ten (10) days from the date the Product return was initiated; vi. was not acquired through our Services (e.g., bonus items obtained for free or products purchased from third-party websites or stores), vii. is returned by anyone other than the original purchaser of the Product or a subsequent owner providing proof of the initial purchase of the Physical Product, or viii. is returned from outside of the Territories.
  • 3. Minor variations in Physical Products and blemishes to Physical Product packaging will not be considered damage, and Naftos reserves the right to deny returns of Physical Products with such variations or blemishes at its sole discretion.
  • 4. Naftos will not accept return claims submitted via the online form and shipped from APO/FPO (GU, AA, AE, and AP)/AS/Virgin Islands. If you intend to ship a return from these locations, you must initiate a return claim by contacting our customer service team through the provided webform.
• C. Refunds: Naftos assumes title to returned Physical Products and the risk of loss only upon receipt of the Physical Product. Unless otherwise agreed, you are responsible for filing any claims with carriers for damaged or lost return shipments. Following the return of the Physical Product in accordance with this Returns Policy, and after processing by Naftos, a refund will be issued to the original payment method for the full amount of the initial purchase price (including any associated sales tax), minus shipping and handling costs incurred by Naftos in connection with the Return Claim and any applicable restocking fees. For items received or given as gifts, Naftos can only issue a refund to the payment method used by the original purchaser. Shipping and handling charges paid for the original purchase, unless prohibited by law, will not be refunded.
• D. Exchanges: Naftos currently does not permit exchanges for any Products.
• E. This Section VI, our “Returns Policy,” is supplemental to any statutory rights under the law. Nothing in this Returns Policy intends to restrict statutory rights, and Naftos may accept returns that do not meet the specified return criteria in accordance with statutory rights or at its sole discretion.

IX: Non-Physical Return Polical

All sales of NFTs are irrevocable and non-refundable. It is strongly recommended that you exercise due diligence and thoroughly assess your decision before completing any purchases. Any benefits or awards bestowed upon you as a result of such transactions are non-transferrable and cannot be exchanged for an alternative product or service, nor are they eligible for monetary reimbursement.

X. Promotional Activities

Any sweepstakes, contests, raffles, surveys, games, or similar promotional activities (collectively referred to as “Promotional Activities”) offered through the Services may be governed by rules separate from these Terms. If you opt to engage in any Promotional Activities, we advise you to thoroughly examine the pertinent rules, in conjunction with our Privacy Policy. In situations where the rules for a Promotional Activity diverge from these Terms, the regulations specific to the Promotional Activity will be accorded precedence.

XI. Limited License Ownership

• A. The Services, encompassing the text, graphics, images, photographs, videos, illustrations, and other content within, as well as Products and all associated intellectual property rights, are the property of Naftos or our licensors. They are safeguarded under both United States and foreign laws. Unless explicitly stated otherwise in these Terms, all rights pertaining to the Services and Products, including intellectual property rights, are reserved by us or our licensors. Conditional upon your adherence to these Terms (including Section IV), we grant you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Products and Services for personal, noncommercial, or household use. This license extends solely to any applications included in the Services, permitting you to install and use such applications on a mobile or personal device that you own or control. Unauthorized use of the Products or Services, beyond what is specifically authorized herein, without our prior written permission, is strictly prohibited. Such unauthorized use will terminate the license granted herein and violate our intellectual property rights.
• B. You are permitted to transfer the Purchased NFT under the following conditions:
• • 1. The transferee must expressly agree to all the terms outlined in this Agreement and must be at least 18 years old and otherwise legally competent to enter into this Agreement.
  • 2. The Licensors are entitled to receive ten percent (10%) of the total amounts paid by the transferee in connection with the Purchased NFT, both during the initial transfer and any subsequent transfers. Such payments to the Licensors shall be made under the same terms and at the same time as the payments made to you. However, if the applicable marketplace does not facilitate the payment to the Licensors, you shall remain responsible for ensuring such payments directly to the Licensors. Additional fees imposed by third parties, including but not limited to Open Sea, may apply.
  • 3. The transfer can only occur if there has been no breach of this Agreement by you prior to or in conjunction with the transfer.
  • 4. All parties involved in the transfer, including yourself, the transferee, and any other individuals or entities participating in the transfer (including any NFT marketplace utilized for the transfer), must comply with all applicable laws and regulations. This includes adherence to anti-bribery, anti-money laundering, know your customer, and sanctioned country sales regulations. Sales to residents of restricted countries such as Burma (Myanmar), Cuba, Iran, North Korea, Sudan, Syria, or any country subject to a United States embargo or designated as a "terrorist supporting" country are expressly prohibited.
  • 5. The transfer of the Purchased NFT must occur as a unified NFT. Fractionalizing ownership of the Purchased NFT on the blockchain, where the NFT or any part thereof is held in more than one digital wallet simultaneously or by any other means, is strictly prohibited.
  • 6. The transfer is only valid if your license to the Purchased NFT, including each associated Work, has not been terminated prior to the transfer. Any transfer or attempted transfer that violates the provisions outlined in this Section IX is considered null and void, constituting a breach of this Agreement.

XII. Trademarks

"NAFTOS" and our logos, product or service names, slogans, and the overall appearance of our Products and Services are trademarks owned by Naftos. They may not be copied, imitated, or used, either in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned in connection with our Products or Services belong to their respective owners. The reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not imply or constitute endorsement, sponsorship, or recommendation by us.

XIII. Feedback

You are encouraged to voluntarily provide questions, comments, suggestions, ideas, original or creative materials, or other information about Naftos or our Products or Services (collectively referred to as "Feedback"). You acknowledge that we may utilize such Feedback for any purpose, commercial or otherwise, without acknowledging or compensating you. This utilization may involve developing, copying, publishing, or enhancing the Feedback, Products, or Services, or creating new products, services, or Products or Services at Naftos’ sole discretion. Naftos will have exclusive ownership of all improvements to, or new, Naftos products, services, or Products or Services resulting from any Feedback. You understand that Naftos may treat Feedback as nonconfidential.

XVI. Third-Party Content

• A. Our Services incorporate or interface with third-party products and services, encompassing data storage services, communication technologies, IoT platforms, and internet and mobile operators (collectively referred to as “Third-Party Materials”). These Third-Party Materials are beyond our control, but their functionality may influence or be influenced by the utilization and dependability of our Services. You acknowledge that the usage and availability of the Services hinge on third-party product vendors and/or service providers and these Third-Party Materials may not consistently operate at 100% reliability, potentially impacting the functionality of our Products or Services.
• B. We may furnish information about or provide links to third-party products, services, activities, or events, or permit third parties to present their content and information on or through the Services (collectively referred to as “Third-Party Content”). We present Third-Party Content as a convenience to those interested in such content. Your interactions or transactions with third parties and your utilization or engagement with any Third-Party Content are exclusively between you and the third party.
• C. We are not compelled to oversee Third-Party Materials or Third-Party Content, and we retain the right to obstruct or deactivate access to any Third-Party Materials or Third-Party Content (either wholly or partially) through our Services at any juncture. Your access to and utilization of such Third-Party Content or Third-Party Materials may be subject to supplementary terms, conditions, and policies applicable to such Third-Party Content (including the terms of service or privacy policies of the providers of such Third-Party Materials). You are accountable for acquiring and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services essential for accessing and using the Services.

XV. Indemnification

To the fullest extent allowable under applicable law, you agree to indemnify, defend, and hold harmless Naftos and its subsidiaries and affiliates, as well as each of their respective officers, directors, agents, partners, and employees (individually and collectively referred to as the "Naftos Parties"), from and against any losses, liabilities, claims, demands, damages, expenses, or costs ("Claims") arising from or connected to:

• A. Your access to or use of the Products or Services.
• B. Your Feedback or User Content (as defined below).
• C. Your violation of these Terms.
• D. Your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights), or
• E. Your conduct in connection with the Services.

You agree to promptly inform the Naftos Parties of any third-party Claims, collaborate with the Naftos Parties in defending such Claims, and bear all fees, costs, and expenses associated with defending such Claims, including attorneys' or other legal fees. The Naftos Parties will have the authority to control the defense or settlement, at Naftos' sole discretion, of any third-party Claims. This indemnification is supplementary to, and not in lieu of, any other indemnities stipulated in a written agreement between you and Naftos or the other Naftos Parties.

XVI. Disclaimers

Your utilization of our Products and Services, along with any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials), is solely at your own risk. Unless otherwise specified in a written document by us and to the maximum extent permitted under applicable law, our Products, Services, and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) are presented "as is" and "as available" without any warranties of any kind, whether express or implied. Naftos disclaims, to the extent allowed by law, all warranties concerning the foregoing, encompassing implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Furthermore, to the fullest extent permitted by law, Naftos does not affirm or warrant that our Products or Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) are accurate, complete, reliable, current, or free from errors, or that access to our Products or Services or any content provided in or with our Services (including the Third-Party Content and Third-Party Materials) will be continuous. While Naftos endeavors to ensure the safety of your use of our Products and Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials), we cannot, and to the maximum extent allowed under applicable law, do not affirm or warrant that our Products or Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials), or our servers, are devoid of viruses or other harmful components or content or materials. You bear the full risk regarding the quality and performance of the Products and Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials). All disclaimers of any nature (including in this section and elsewhere in these Terms) are made for the benefit of Naftos, Naftos Parties, and Naftos’ respective shareholders, agents, representatives, licensors, suppliers, and service providers, along with their respective successors and assigns.

XVII. Limitation of Liability

• A. To the maximum extent allowable under applicable law, Naftos and the other Naftos Parties shall not be held liable to you under any theory of liability—whether grounded in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Naftos or the other Naftos Parties have been apprised of the possibility of such damages.
• B. The total liability of Naftos and the other Naftos Parties for any claim arising out of or in connection with these Terms or our Products or Services, irrespective of the form of the action, is restricted to the greater of $50 or the amount paid by you for the use of our Products and Services.
• C. The limitations articulated in this Section XIV shall not restrict or exclude liability for gross negligence, fraud, or intentional misconduct on the part of Naftos or the other Naftos Parties or for any other matters in which liability cannot be barred or limited under applicable law. Furthermore, certain jurisdictions may not permit the exclusion or limitation of incidental or consequential damages, thereby rendering the aforementioned limitations or exclusions inapplicable to you.

XVIII. Release

To the maximum extent permissible under applicable law, you hereby release Naftos and the other Naftos Parties from any responsibility, liability, claims, demands, and/or damages (whether actual or consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or connected to disputes between users and the acts or omissions of third parties. If you are a consumer residing in California, you expressly waive your rights under California Civil Code § 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 their favor at the time of executing the release and that, if known, would have materially affected their settlement with the debtor or released party."

XIX. Binding Arbitration; Dispute Resolution

• A. Informal Dispute Resolution Prior to Arbitration. In the event of any dispute or claim between you and Naftos relating to these Terms, the Sites, or any aspect of your relationship with Naftos covered by these Terms (collectively, "Claims"), both parties agree to make reasonable efforts to resolve the Claim informally. If you assert a Claim against Naftos, you must first provide Naftos with a written notice of your Claim ("Claimant Notice") by certified mail addressed to Naftos Inc., Attn: Legal, 2255 Glades Road, Ste 324A, Boca Raton, FL 33431, or through the provided webform. The Claimant Notice should include your name, residence address, email address, telephone number, describe the nature and basis of the Claim, and set forth the specific relief sought. If Naftos asserts a Claim against you, Naftos will send a written notice of its Claim ("Naftos Notice") to your primary email address, including the name of a Naftos contact, contact's email address, telephone number, nature and basis of the Claim, and specific relief sought. If an agreement is not reached within thirty (30) days of either party receiving a Notice, either party may submit the Claim to binding arbitration as outlined below. The statute of limitations and any filing fee deadlines will be tolled for thirty (30) days from the date that either party first sends a Claimant Notice or a Naftos Notice, to facilitate the informal dispute-resolution process.
• B. Claims Subject to Binding Arbitration; Exceptions. With the exception of small claims disputes that qualify for an individual action in small claims court within the jurisdiction of your billing address or disputes exclusively related to intellectual property or intellectual property rights, including claims seeking injunctive or other equitable relief for alleged unlawful use of intellectual property or other infringement of intellectual property rights ("IP Claims"), all Claims, regardless of their legal basis, that are not resolved in accordance with Section XVI(A) will be settled through final and binding arbitration conducted by a neutral arbitrator, instead of in court by a judge or jury. The arbitrator is authorized to grant any remedy or relief available in court.
• • 1. You and Naftos agree that Arbitration under these Terms will be conducted on an individual basis; Class Arbitrations and Class Actions are not permitted, and both parties waive the right to participate in a Class Action. The arbitrator may only conduct individual arbitration and may not consolidate multiple individual claims, preside over any class or representative proceeding, or oversee any proceeding involving more than one individual, except as described below in additional procedures applicable to twenty-five (25) or more similar claims.
  • 2. For any arbitration initiated by you, you will cover the consumer filing fee, and Naftos will bear the remaining AAA fees and costs. In the case of an arbitration initiated by Naftos, Naftos will cover all AAA fees and costs.
  • 3. For arbitrations where Claims amount to $25,000 or less, the arbitration will be resolved according to the AAA's Procedures for the Resolution of Disputes through Document Submission. For arbitrations exceeding $25,000, the following procedure applies:
  • • (a) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than in-person, unless an in-person hearing is deemed appropriate upon request by either party.
    • (b) in-person appearances will be held at a location convenient to both parties, taking into consideration their ability to travel and other relevant circumstances, and
    • (c) if an agreement on a location cannot be reached, the AAA or arbitrator will make the determination.
  • 4. In case of a dispute submitted to arbitration and if the arbitrator requires information exchange, both parties agree to cooperate in obtaining protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that may be exchanged or subject to discovery in the arbitration. Such protection must be sought before any exchange or discovery in the arbitration.
  • 5. Additionally, the provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator.
  • 6. The arbitrator's decision will align with these Terms and will be final and binding. The arbitrator has the authority to grant temporary, interim, or permanent injunctive relief or specific performance of these Terms, but only to the extent required for relief related to the individual claim. The award rendered by the arbitrator may be confirmed and enforced in any court with jurisdiction. Notwithstanding the above, nothing in these Terms will prevent either party from bringing issues to the attention of federal, state, or local agencies, and if permitted by law, such agencies may seek relief against either party.
  • 7. In cases where twenty-five (25) or more similar claims are made against Naftos or against you, whether coordinated by the same or coordinated counsel, the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply. Additionally, when such coordinated claims occur, both parties agree to the coordinated bellwether process:
  • • (a) Counsel for the claimants and counsel for Naftos shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings.
    • (b) A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
    • (c) This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated, or otherwise resolved.
    • (d) The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or Naftos's case is selected for a bellwether process, withdrawn, or resolved.
    • (e) A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Naftos or you.
• C. One Year to Assert Claims. To the extent permitted by law, any Claim or dispute by you or Naftos arising out of or related to these Terms or the Sites, or any aspect of the relationship between you and Naftos as relates to your use of the Sites, in each case other than IP Claims, must be filed within one year after such Claim or dispute arose; otherwise, the claim is permanently barred, which means that you and Naftos will not have the right to assert the claim.
• D. Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us notice of your opt-out through the provided webform or by certified mail addressed to Naftos Inc., Attn: Legal, 2255 Glades Road, Ste 324A, Boca Raton, FL 33431. To be effective, the opt-out notice must include your full name, and mailing address, and email address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section XVII.
• E. Rejection of Future Arbitration Changes. You may reject any change we make to Section XVI (except address changes) by personally signing and sending us notice within 30 days of the change via the provided webform or by certified mail addressed to Naftos Inc., Attn: Legal, 2255 Glades Road, Ste 324A, Boca Raton, FL 33431. If you do, the most recent version of Section XVI before the change you rejected will apply.
• F. Severability. If any portion of this Section XVI is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, the following shall apply:
• • 1. The unenforceable or unlawful provision will be severed from these Terms.
  • 2. Severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section XVI or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section XVI, and
  • 3. To the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section XVI is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section XVI will be enforceable.

XX. Governing Law

Any Claims shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would result in the application of the laws of any other jurisdiction. If any Claim is not subject to arbitration pursuant to Section XVI, then the state and federal courts located in New Castle County, Delaware, shall have exclusive jurisdiction. You and Naftos hereby waive any objection to venue in any such courts. If your local law mandates that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section. If your local law mandates that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this Section XVII may not apply to you only to the extent that local law conflicts with this Section XVII.

XXI. Modifying and Termination our Products or Services

We retain the right to alter our Products or Services, suspend, or discontinue providing all or part of our Products or Services at any time; impose, modify, or waive any fees necessary for the use of the Products or Services; or present opportunities to some or all end users of the Products or Services. Advance notice of the suspension or discontinuation of all or part of our Products or Services may be provided, such as through email or notices within our Products or Services. All modifications and additions to the Products and Services will be governed by the Terms or Supplemental Terms, unless expressly stated otherwise in writing by Naftos. You also possess the right to cease using our Products and Services at any time, and these Terms may be terminated by discontinuing the use of our Products and Services. We disclaim any responsibility for any loss or harm associated with your inability to access or use our Products or Services.

XXII. Severability

If any portion of these Terms (excluding Section XVI) is deemed unenforceable or unlawful for any reason, including but not limited to being found unconscionable, the unenforceable or unlawful provision shall be severed from these Terms; severance of the unenforceable or unlawful provision shall not impact the remainder of these Terms; and the unenforceable or unlawful provision may be revised to the extent required to make the Terms enforceable or valid. The rights and responsibilities of the parties will be interpreted and enforced accordingly, fully preserving the Terms and the intent of the Terms.

XXIII. Export Control

Your obligation includes adhering to United States export controls and refraining from any breach of such controls, encompassing United States embargoes or other federal statutes and regulations that limit exports. You affirm, guarantee, and commit that you are not situated in, or a resident or national of, any country under a U.S. government embargo or other restriction, or identified by the U.S. government as a "terrorist supporting" country; or included in any of the U.S. government lists identifying restricted end users.

XXIV. Miscellaneous

• A. Naftos' abstention from exercising or enforcing any right or provision of these Terms shall not be construed as a waiver of such right or provision. These Terms constitute the complete agreement between the parties regarding the subject matter herein and supersede all preceding agreements, representations, statements, and understandings between the parties. The headings in these Terms are for convenience only and carry no legal or contractual significance. The term "including" shall be interpreted to mean "including without limitation." Except as otherwise expressly stated herein, these Terms are designed solely for the benefit of the parties and do not intend to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.
• B. For questions or complaints regarding the Products or Services, please contact us through the provided webform. You may also reach us by mail at Naftos Inc., Attn: Legal, 2255 Glades Road, Ste 324A, Boca Raton, FL 33431. Please be aware that email communications may not be entirely secure; therefore, refrain from including payment card information or other sensitive details in your email correspondence with us. Additionally, in compliance with California Civil Code Section 1789.3, California consumers have specific consumer rights, as follows: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs can be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 800-952-5210.