Where drafted in upper case, the following definitions are applicable to the entire T&Cs.

Exa Labs operates the Website, which consists of the following services deployed on the Algorand Blockchain:

The purpose of the T&Cs is to define the conditions under which the Website and the Services may be accessed and used, as well as to define the rights and obligations of Users and Exa Labs in this context.

The T&Cs may complement other agreements between Exa Labs and Users, and in particular with Creators. In case of contradiction between these terms and the terms of any NFT Creator agreement concluded between Exa Labs and a Creator, such agreement shall prevail.

These T&Cs apply to all Users without restriction or reservation, to any use and access of the Website and the Services.

By accessing and using the Website and the Services, Users declare that they are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that they have a deep knowledge of the usage and intricacies of Crypto-assets, NFTs or other digital assets and the variety of token standards (e.g. the ERC-20 standard or the ASA standard).

In particular, Users understand that Blockchain-based transactions are irreversible and that Exa Labs has no power or control over transactions stored on a Blockchain. Users further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation.

Users acknowledge and accept that the cost and speed of transacting with cryptographic and Blockchain-based systems such as Algorand are variable and may increase dramatically at any time. Users further acknowledge and accept the risk that digital assets may lose some or all of their value while they are supplied to the Services through the Website and that they may suffer loss due to the fluctuation of prices of tokens.

Users understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that they may mistakenly trade those or other tokens.

Users are made aware of the fact that the value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of Crypto-asset, which can also materially and adversely affect NFT prices. Users acknowledge that they fully understand this subjectivity and volatility and that they may lose money.

A lack of use or public interest in the creation and development of distributed Blockchain ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs. This could be the case for the Algorand Blockchain, which the Website and the Services mainly rely on.

Users also understand that there are risks associated with NFTs associated with content created by third parties (e.g. other Users, Creators) through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable.

Due notably to the non-custodial features of External Wallets, Users acknowledge and agree that they are primarily liable for the security of their External Wallets, their NFTs, their Crypto-assets, their data and their funds.

Users must ensure that their External Wallet is secure and should never share their External Wallet credentials or seed phrase with anyone. Exa Labs will never ask for the User’s credentials associated with an External Wallet.

Exa Labs does not store any password or seed phrase, nor has any access to any User credentials, except the User’s address email when a User willingly decided to share it with Exa Labs, and therefore cannot be held liable for any security breach attributed to a User.

In order to access and use the Services, Users must :

These T&Cs apply, without restriction or reservation, to any use of the Services and the Website.

Upon the first connection of a User with a dedicated Blockchain Address, each User expresses their consent to the T&Cs through a signature with their External Wallet.

The T&Cs and their different versions over time may be read and accessed in permanent conditions of accessibility on the Website.

Each User acknowledges that they have the capacity to contract with Exa Labs, sign a transaction with an External Wallet and use the Services according to the laws where they is established, declares that any information provided is accurate, especially pre-contractual and contractual information, and declares that they has read and accepted the T&Cs.

In order to improve their features and quality, Exa Labs may regularly modify the Website and the Services. In particular, Exa Labs may add, remove or replace certain functions at any time.

Therefore, Exa Labs may modify the T&Cs from time to time. Users will be informed of changes by any means including by way of notification on the Website at least 14 days before the new version comes into force.

During this period, any User may terminate the T&Cs, by any means (e.g., by sending an email), provided that they complete any commitment to which they have already agreed.

Termination of the T&Cs by a User shall not give rise to any compensation.

Most of the Services provided by Exa Labs are intermediation services enabling peer-to-peer transactions on digital assets between individual Users.

Exa Labs does not provide or perform services or obligations other than as an intermediary and/or a provider of a digital infrastructure to facilitate transactions.

The Services provided by Exa Labs include the following.

Services provided by Exa.Labs on the secondary market include the following.

Exa basket allows Users to create baskets of assets of various digital assets such as Crypto-assets (utility tokens, virtual currencies) and/or NFTs and trade them against other assets or basket of assets on EXA.Market.

Upon the creation of a basket, a smart contract is automatically deployed on the Algorand blockchain storing the various assets. Users understand and accept that Exa Labs is not offering or selling the baskets available on EXA.Market, which are created and sold by Users only.

Exa wallet allows Users to view their holdings of digital assets stored on the Algorand Blockchain through a digital interface and receive offers from other Users.

Users understand and accept that assets appearing on Exa.Wallet are not stored or detained by Exa.Labs but on the Algorand Blockchain, Exa Wallet being just a tool to visualize assets on the Blockchain.

Services provided by Exa.Labs on the primary market include the following.

EXA.Market is a launchpad service for the launch of NFTs Collections on a Primary Market of NFTs.

Following the signature of a dedicated agreement distinct from the present terms, EXA.Market makes available to Creators a platform to facilitate the launch of NFT Collections.

Users may acquire and “mint” NFTs, meaning that they will be the first buyers of the NFTs from the NFT Collection, which will be recorded on the Algorand Blockchain.

EXA.Market contains a dedicated section enabling Users to display NFTs they own and stored on Blockchain Addresses of their own.

Users may interact with primary sales of NFTs on the Primary Market in two ways, up to the Creator’s choice :

Exa Labs is only offering through the launchpad (against a compensation paid by the Creator), digital online tools for Creators to sell their NFT Collection during a primary sale of NFTs, providing only a mere technical assistance to the exclusion of any implication in the project, roadmap or whitepaper associated with the NFT Collection.

While Exa Labs may have a contractual relationship with the Creator, Exa Labs is not making any claim about the legitimacy, authenticity, seriousness, professionalism of Creators and the NFT Collection they intend to sell nor on the intellectual property rights attached to the NFT Collection, the legal qualification of the NFTs or any other claim, in particular legal claim, as to the NFT Collection.

When Users purchase one or several NFTs from one NFT Collection during a Sale, Users acknowledge the technological, contractual and economical fundamental uncertainties of the promises and the claims made by the Creator on the roadmap, the website, the whitepaper or any other document or information associated with the NFT Collection. In particular, Users are made aware of the risks of “rugpull” and other alternative ways of fraud (e.g. “slow rugpull”) that Users may undergo from Creators, which can lead to an important decrease in value of NFTs, sometimes to zero.

In consideration of the Services, Users shall pay the following fees:

Transactions on the Website can be paid in Crypto-assets through the use of an External Wallet.

Users may also acquire Crypto-assets with currencies (e.g. euros) through payment by credit card with the intermediation of the services of Wyre, a Third-Party Service enabling Users to carry on fiat-to-crypto transactions, in other words, converting fiat currencies into Crypto-assets.

The use of Wyre is subject to Wyre’s terms and conditions, which may be found here: https://www.sendwyre.com/legal/user-agreement.

Users understand that :

Creating, buying, selling or transferring Crypto-assets and/or NFTs may be subject to transaction fees from the corresponding Blockchain (including so-called “gas” fees on the Ethereum Blockchain).

Transaction/gas fees are paid to transaction validators having an activity on the corresponding Blockchain through Users’ independent wallet as consideration for validating transactions and operating Blockchains. Transactions fees are either (i) set by Users through the User’s External Wallet operating on the corresponding Blockchain or (ii) set directly by the functionalities of the corresponding Blockchain, based on the market conditions on such Blockchain.

Exa Labs has no control whatsoever over the price of transaction fees. Users are made aware that transaction fees can be very high from time to time, depending on market conditions, the corresponding Blockchain.

Exa Labs will make its best efforts to make the Services and the Website available to the Users and ensure its accessibility and proper operation.

To this end, Exa Labs undertakes to ensure that the Services are accessible 24/7, except in the event of force majeure or unforeseeable and unavoidable behavior on the part of a third party, and subject to potential breakdowns, maintenance interventions and updates required for the proper operation of the Website or the Services.

Due to the specific characteristics of the Internet and telecommunications networks, Exa Labs cannot guarantee the continuous availability of the Website and the Services.

Users acknowledge and agree :

Users understand and accept that the following acts are strictly prohibited: any behaviour that disrupts, suspends, slows or prevents the continuity of the Website; the publication of illicit content, for example, pornographic content or content that is in breach of an intellectual property rights ; any intrusion or attempted intrusion into Exa Labs's information systems; any action placing a disproportionate load on Exa Labs's digital infrastructures; any infringement of the security and authentication measures; any act infringing Exa Labs's rights and financial interests, whether commercial or legal; any copying and/or misappropriation of the Website and/or Exa Labs's digital infrastructure; more generally, any practice of misusing the Website, for purposes other than those for which it was designed.

Users expressly understand and agree that accessing the Website and using the Services is at the User's own risk, and that the Services and the Website are provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, except as otherwise provided by law.

To the fullest extent permitted by law, Exa Labs does not represent or warrant that: (i) access to or use of the Services or the Website will be uninterrupted, timely, secure or error-free; (ii) data provided by the Services or on the Website will always be accurate; (iii) the Services are free of malware or other harmful components.

Users accept the security risks inherent in the provision of information, online trading on the internet and experimental technologies such as Blockchains, Crypto-assets and NFTs, and agree that Exa Labs shall not be liable for any breach of security unless caused by gross negligence on the part of Exa Labs.

Some jurisdictions do not allow the exclusion of implied warranties in consumer contracts, therefore some or all of the above exclusions may not apply to all Users.

Exa Labs undertakes to implement all the necessary means to ensure the best delivery of the Services provided. However, Exa Labs can only be bound by an obligation of best endeavor.

Exa Labs may only be obliged to the reparation of direct and foreseeable damages caused by a breach related to the provision of the Services. Consequently, Exa Labs will not, in any circumstance, be held liable for any other damages and losses suffered by the Client, in particular indirect damages (indirect damages include, but are not limited to, earning or profit losses, commercial damages, the consequences of complaints, actions, claims of third parties against the Client, even where Exa Labs has been informed of their occurrence.

In particular, unless otherwise provided by law or regulation, Exa Labs shall not be held liable for:

In any event, where Exa Labs’s liability may be established, for any reason and under any legal ground held or invoked, for all types of damages combined or cumulated, Exa Labs’s liability will be expressly limited and will not, in any event, exceed 75% of the total amount paid by the User to Exa Labs.

The T&Cs are entered into for an indefinite term.

If a User is in breach of any one of his commitments under the T&Cs, Exa Labs may, temporarily and without prior notice, suspend access to the Website and the Services and/or access to certain Services by blocking the corresponding User’s Blockchain Address access to the Website and the Services.

After an investigation period, during which Exa Labs shall, if applicable, verify the truth of the alleged violations, access to the Website and/or to all of the Services, may be restored, or the T&Cs may be terminated in accordance with the terms below.

Users may terminate these T&Cs at any time by notifying Exa Labs at the following address : [email protected]

Exa Labs may at any time terminate these T&Cs and/or interrupt access to the Services without notice in the following circumstances:

Termination of the T&Cs will result in the blocking of the User’s Blockchain Address. Any attempt to circumvent or bypass the termination of the T&Cs with another Blockchain Address may result in the blockage of the User’s new Blockchain Address.

Users undertake to fully perform their obligations undertaken prior to the termination of the T&Cs.

Termination of the T&Cs shall not result, in any event, in any compensation from Exa Labs to a User.

The Website and its functionalities and any content generated or produced by Exa Labs are Exa Labs's sole intellectual property and are protected by all intellectual property rights in force.

Access or use of the Services does not grant any right of any kind to the Users on the Website or the Services, except as expressly provided in these T&Cs. Any use, reproduction or representation in any form of the Website or the Services without the express written permission of Exa Labs is strictly prohibited.

Users acknowledge and agree that Exa Labs is the producer of the database constituted by all the data generated through the Website and the Services. Any extraction or re-utilisation of this database without the prior written consent of Exa Labs is strictly prohibited.

Users are made aware that while they are the sole owners of the token stored on the Algorand Blockchain when they purchase an NFT, use of the Services or the purchase of an NFT, unless expressly otherwise stated by owner of such rights, does not confer any proprietary right, intellectual property right or right of any kind over the File or the File Related Rights.

Consequently, Users are made aware that any reproduction or representation of the File and/or any use of the File Related Rights may result in a claim of copyright from the Creator.

Exa Labs has no role whatsoever as to the intellectual property rights granted or not granted attached to an NFT.

In order to have a better understanding over the File Related Rights attached to File of an NFT, Users must contact the owner of such rights.

Throughout the Website, Exa Labs makes available to the public an information society service within the meaning of Directive 2000/31/CE Directive 2000/31/EC of the European Parliament and of the Council of 8 June 2000 on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market (Directive on electronic commerce).

Consequently, Exa Labs shall not be liable in the event of where illicit content published on the Website would violate applicable legislative or regulatory provisions or would have caused any prejudice to a User or a third-party.

Users must refrain from publishing illicit content (e.g while using the chat functionalities available on the Website or while creating baskets, uploading images, etc.) and are invited to notify illicit content and in particular content ;

Any User having the knowledge of an illicit content is invited to use the functionalities available on the Website by sending an email to the following address: [email protected].

Users are made aware that following a notification of an illicit content in relation to a basket, a Crypto-asset or an NFT, Exa Labs may attach a tag to such content, which may indicate its fraudulent character or any other relevant information.

Use of the Website and the Services may imply using Users’ personal data.

Policies of Exa Labs in relation to such use are detailed in Exa Labs's privacy policy available on the Website.

If any provision of the T&Cs is held invalid or void by a modification of legislation, regulation or by a court decision, the remainder of these T&Cs will not be affected thereby as well as compliance with the T&Cs.

Users may not assign or transfer the T&Cs to a third party without the prior written consent of Exa Labs.

In the event of (i) a merger by formation of a new company, contribution, partial contribution of assets, merger by acquisition, asset spin-off, or any other operation entailing a universal transfer of Exa Labs’ assets or (ii) any operation entailing a direct or indirect change of control affecting [•], the contractual relations will persist without it being necessary to inform or obtain the consent of the Users.

Due to the nature of digital assets which qualify as digital content not supplied on a digital medium under Directive 2011/83/EU of the EU Parliament and the Council, non-professional Users expressly consent and acknowledge that they hereby lose their right of withdrawal while using the Services and purchasing NFTs.

By purchasing Crypto-assets, NFTs, baskets or digital assets of any kind on the Website, Users therefore expressly waive their right of withdrawal.

Any dispute in relation to the use of the Website and the Services shall be submitted to Exa Labs by sending an email to [email protected].

It is recalled that Exa Labs is (i) acting as a digital intermediary while facilitating transactions and (ii) offering digital tools to NFT Creators to sell NFTs on EXA.Market .

Consequently, any complaint, dispute or claim in relation to Crypto-assets, NFTs, baskets or digital assets of any kind bought from Creators or others Users should be directed to the seller of such asset.

In compliance with article L.616-2 of the French Consumer Code, Users having the status of consumers are informed that they may use the EU Commission’s mediation service which has the purpose of collecting claims from EU consumers and transmitting their cases to national mediators.

This service may be accessed following this link: https://ec.europa.eu/consumers/odr/.

The T&Cs are governed by and interpreted according to French laws, except French conflict-of-law rules, unless, if you are a resident of the European Union, consumer rules in this country contain more favorable provisions, in which case such provisions apply.

Unless otherwise provided by the law, any conflict or dispute related to the validity, the interpretation, performance, and/or termination of the T&Cs must be submitted to the exclusive jurisdiction of the Paris courts.

Non-professional EU residents may submit any dispute related to the T&Cs in the jurisdiction where they were living at the moment of the acceptance of the T&Cs or in the jurisdiction where the damage occurred.

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EXA Labs' Terms and Conditions - V2.0 - June 2024