TERMS OF USE FOR CORNERSTONE METAVERSE

These Terms of Use for Cornerstone Metaverse (“Terms”) govern the use of the Cornerstone virtual environment (“Service”) as provided by Zoan Oy (“we”, “us”, “our”) to the customer hereby taking the Services to use (“you”, “your”). By using the Service, you agree to these Terms. If you do not agree to these Terms, you may not use the Service. In order to agree to these Terms, you need to (a) be 18 years of age or older or have your parent’s or guardian’s consent to agree to the Terms, and (b) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws.

Definitions

“Agreement” means the agreement between Zoan and you concerning the access to and use of the Service, which includes these Terms as well as other Service-related policies as otherwise communicated to you by Zoan.“NFTs” mean unique non-fungible tokens, which represent pieces of programmable properties in the form of non-fungible digital assets that themselves may be created by reference to a smart contract on the Ethereum blockchain.“NFT Properties” mean the virtual properties and items within the Service tokenized to NFTs.

Provision of Services
Your Rights and Obligations
1. Subject to your compliance with the Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service in accordance with the Agreement.
2. You must use the Service in compliance with the Agreement, including all the applicable policies and rules. Your misuse of the Service may lead to suspension or denial of access to the Service.
3. You are responsible for all of your activities concerning the Service, including the acquisition and functionality of any equipment, systems, software, and network connections that you may use to access and use the Service.
4. You are responsible for keeping the information of your user account up-to-date and secure. You must ensure the security of your username and password to the best of your ability.
5. You must not, under any circumstances:

sublicense, lease, or redistribute your access to the Service to a third party;
circumvent or reverse engineer any features, functionalities, logic, source code, or usage restrictions and limits of the Service;
probe, scan, or test the vulnerability of the Service;
use the Service in a manner that accesses or uses any information beyond what we allow under the Agreement or that breaks, or circumvents any of our technical, administrative, process, or security measures;
use the Service to create a service substantially similar to the Service;
perform any actions that could damage, disable, disrupt, overburden or impair the Service or its underlying services or systems;
attempt to change, distort or modify the Service or its underlying services or systems;
transmit any viruses or malware or other computer programming that may damage or detrimentally interfere with the Service or its underlying services or systems;
remove, obscure, or alter any copyright, trademark, or other proprietary rights notices;
use the Service for political purposes or in violation of public policy, accepted principles of morality or applicable laws; or
upload, either directly or indirectly, content to the Service which infringes third party rights such as intellectual property rights or defamatory, illegal or otherwise harmful content.

Zoan’s Rights and Obligations
1. In the event of an emergency, failure, suspected failure, or a security breach, without limiting any other of our rights hereunder, we may interrupt or suspend your access to the Service, or otherwise limit the availability of the Service to remedy the concerned failure, breach or other emergency.
2. In all other cases that are not covered by Section 2.2.1 above, should we elect to modify or suspend the Service due to a planned change or maintenance, we shall inform you of such change using commercially reasonable efforts to do so.
3. We retain the right to make any changes to these Terms as well as other applicable policies and rules. If any such changes result in material changes to these Terms, we will inform you on the changes, their effect, and our reason for changing the Terms in advance.
4. Further, we have the right to suspend, restrict and revoke your access to the Service if we deem that you have violated any of your obligations or additional policies governing the use of the Service.
5. We have the right to provide the Service as we see fit and use subcontractors in providing it. We reserve the right to make changes to the Service, its content, and underlying technology.
6. We have the right to permanently shut down the Service in the event that the Service has been inactive (i.e. less than 300 active user minutes per day in the aggregate) for a period of 45 days. Upon such decision we will inform all users of the Service in reasonable time before the decision takes effect. The aforementioned criteria may be changed from time to time in accordance with the process described in section 2.2.3 above.

Prices and Payment
1. Parties may agree separately to the provision of additional development, visitor access and other services relating to the Service and potential NFT Properties. The prices and terms for these additional services shall be agreed separately in line with Zoan’s terms and policies on additional services.
2. In the event of termination of the Agreement, you shall not be entitled to a refund on any of the fees which you may have paid during your use of the Service.

Property and Development
1. The Service may contain NFT Properties which can differ in their characteristics, quality and potential benefits that they may grant to you, or other users of the Service. In addition to their inherent differences, the NFT Properties can change over time either through your actions to modify the NFT Properties or through changes in the Service’s virtual environment that may affect the NFT Properties. We seek to maintain, in accordance with our additional policies, that the differences in NFT Properties are transparent and reasonable in relation to their value.
2. New NFT Properties may be created during your use of the Service as defined in additional policies and rules.
3. We may make NFT Properties and other NFTs available separately through our partners and other platforms. You may further sell or otherwise trade your NFTs in a secondary market.
4. Terms and conditions concerning sale and purchase of NFTs shall be set and agreed separately concerning each such sale and purchase.
5. For the avoidance of doubt, the NFTs do not grant their holders any intellectual property rights in the NFT Properties themselves, unless otherwise expressly agreed in writing.
6. You acknowledge that Zoan is not responsible for the changes or updates in the Ethereum blockchain where the NFTs are recorded.
7. You may be able to further develop your NFT Properties and other virtual items you hold in the Service. Such development may be carried out by acquiring development services from us. The specific fees, schedules, and other terms and conditions concerning development services are separably agreed upon between us and you.

Privacy and Data Protection
1. We process your personal data in line with the General Data Protection Regulation of the European Union (“GDPR”) and any other applicable national regulations.
2. You shall familiarize yourself with the information on the processing of personal data and information concerning your rights to that processing in the Cornerstone Privacy Policy.
3. Nothing in these Terms or otherwise shall restrict us from generating, collecting, and using anonymous usage, statistic, and other data from the Service and analyzing your use of the Service for updates and development of the Service and other services maintained or provided by us. We may process and use such aggregate data freely provided that applicable privacy, data protection and trade secret laws are respected.

Confidentiality
1. You agree not to disclose to third parties any material or information received from us which has been marked as confidential or which you should otherwise reasonably understand to be confidential. You must not use such material or information for any other purposes than those stated in the Agreement.
2. The confidentiality obligation shall, however, not be applied to material and information which is generally available or otherwise public, or which a party is obligated to disclose due to applicable mandatory laws, public authority regulations, or court orders.

Intellectual Property Rights
1. All right, title and any intellectual property rights to and relating to the Service, including the NFT Properties and other virtual items, as well as any related documentation and any copies, modifications, translations, amendments, and derivatives thereof (”Zoan IPR”) belong to us or our licensors. Intellectual property rights shall be understood in the broadest sense, including but not limited to any copyright, patent, trademark, design right, database protection right, and any other form of statutory protection of any kind (whether registered or unregistered) and applications for any of the foregoing respectively as well as any know-how, inventions, and trade secrets related to Zoan IPR.
2. Notwithstanding the aforesaid, we may grant you certain rights to virtual buildings and other structures (in the form of 3D models) developed on your behalf on the NFT Properties purchased by you under a separate agreement.
3. Except as expressly stated, the Agreement does not grant you any intellectual property rights in Zoan IPR, and all rights not expressly granted are reserved by us. This means that you may not use, e.g., the trademarks ZOAN or CORNERSTONE or any other Zoan IPR without our prior written approval.
4. You grant us the right to use all content that you have uploaded or created for the provisioning of the Service.

Term and Termination
1. The Agreement remains in force until further notice, unless otherwise agreed in writing. The notice period shall be thirty (30) days and the notice shall be delivered in writing (e.g. by email).
2. Furthermore, we may terminate the Agreement with immediate effect in whole or in part with a written notice to you in the event of any of the following:

insolvency event of Zoan, which, for the purposes of the Agreement, means any corporate action, legal proceedings or other procedure or step taken by any person in relation to the suspension of payments, a moratorium of any indebtedness, insolvency, bankruptcy, liquidation, winding-up or dissolution (whether voluntary or involuntary), administration, business restructuring (by way of voluntary arrangement, scheme of arrangement or otherwise), the appointment of a liquidator, receiver, administrator or another similar officer, or any analogous procedure or step; or
material breach by you of any of your obligations which you fail to remedy within seven (7) days from our written notice thereof.
Upon termination of the Agreement, you will promptly cease using the Service. The termination of the Agreement does not entitle you to any compensation or refunds of any fees or payments made to us or due hereunder.
The validity of the obligations outlined in Section 6 (Confidentiality), 7 (Intellectual Property Rights), Section 10 (Warranties, Limitation of Liability) and Section 13 (Applicable Law and Dispute Resolution) and other clauses that by their nature are intended to survive the termination or expiry of the Agreement shall not be affected by the expiry or termination of the Agreement.

Consequences of Termination
1. If the Agreement is terminated as outlined as in section 8 above, we have the right to revoke your right to access and use of the Service. For the sake of clarity, this means that you cannot access the Cornerstone virtual environment or its properties or items through the Service.
2. The termination of the Agreement does not affect your rights towards your NFTs outside of the Service. The termination does not affect the usage of NFTs by another person nor does it have any effect on transferability or trading of NFTs.
3. The termination of the Agreement cancels all of your potential virtual credits, and other rights and assets which are not recorded as NFTs and are tied to the user account which the termination concerns. These virtual things are tied to the Service and therefore cannot be used if the account tied to them is barred from accessing the Service. Upon termination these virtual commodities will not be refunded.

Warranties, Limitation of Liability
1. We provide the Service on a strict ‘as is’ and ‘as available’ basis with the functionalities available at each time without any warranty of any kind, either expressed or implied, including but not limited to the warranties of availability, non-infringement, merchantability or fitness for a particular purpose. We shall not be responsible for any errors, interruptions, ceasing, or disturbances in any of its foregoing services or products. We are not responsible for potential damages or any other charges resulting from the stopping of the Service.
2. We shall not be liable for any indirect or consequential damages, including but not limited to loss of data, loss of business, or loss of goodwill.
3. To the fullest extent allowed under applicable law, our total aggregate liability under or in connection with the Agreement or the use of the Service as well as any other of its services provided hereunder shall be limited to EUR [1,000].

Severance
1. If any provision of the Agreement is declared by any judicial or other competent authority to be void, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.
Assignment
1. We have the right to assign all or any of our rights or obligations hereunder in whole or part to an affiliate, successor or purchaser or acquirer of our business assets without your prior consent.
2. You shall not be entitled to assign any of your rights or obligations hereunder in whole or part without our written consent.

Applicable Law and Dispute Resolution
1. The Agreement shall in all respects be governed by and interpreted in accordance with the substantive laws of Finland, excluding any provisions on choice of law.
2. Parties seek to resolve any possible disputes in amicable negotiations. If the negotiations do not lead to settlement within one (1) month of the date the dispute first arose, any dispute, controversy, or claim arising out of or in connection with the Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The language of the arbitration shall be English. However, evidence may also be submitted in Finnish. The seat of the arbitration shall be Helsinki, Finland. The number of arbitrators shall be one (1).
3. Nothing in this section or in the Agreement shall be understood as limiting your rights arising from mandatory consumer protection regulations which cannot be waived by an agreement. For example, if you reside in the EU, you may seek to have your dispute resolved with consumer protection ombudsman or make a claim in the applicable court or tribunal.

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