VeeFriends, LLC NFT Auction Terms (the "Agreement" or the "Terms")

TO BE ELIGIBLE TO PARTICIPATE IN THE VEEFRIENDS, LLC, ITS AFFILIATES, ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, AGENTS, SUCCESSORS, AND PERMITTED ASSIGNS ("VF") NFT AUCTION (THE "AUCTION") YOU MUST SATISFY THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW.  BY PARTICIPATING AND BIDDING IN THIS AUCTION, YOU ("PARTICIPANT") AGREE TO THESE NFT AUCTION TERMS, WHICH ARE A CONTRACT, SO READ THEM CAREFULLY BEFORE PARTICIPATING. WITHOUT LIMITATION, THIS CONTRACT PROVIDES FOR INDEMNIFICATION OF VF BY YOU, A CLASS ACTION AND JURY TRIAL WAIVER, A REQUIREMENT THAT MOST DISPUTES BE SETTLED BY MANDATORY BINDING ARBITRATION, AND A LIMITATION OF YOUR RIGHTS AND REMEDIES.  IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PARTICIPATE IN THE AUCTION.

We reserve the right to amend these Terms from time to time without notice and at our sole discretion. If we decide to change these Terms, the effective date will be posted so that you will always know what terms of use apply when you use the Auction or access https://veefriends.com/ ("VF's Website" or the "Site").

1. Eligibility:

   In order to be eligible to participate in the Auction, Participant must (a) be 18 years old or older, or the age of majority in their jurisdiction, whichever is greater,  (b) be a VeeFriends member with a VeeFriends Profile established on VF's Website and have a digital wallet capable of supporting an ERC721 and IMX compatible token ("Wallet") (certain Wallets, such as those offered by Metamask, are available for free), (c) have at least one (1) Wolf Pack Mini Drop token(s)(each an "Auction Token" and collectively, the "Auction Tokens") in the Burn Smart Contract  (as defined below) and at least one (1) VeeFriends Series Two NFT in Participant's Wallet upon conclusion of the Auction Period ("Token Requirements") and (d) not reside in an OFAC-sanctioned country or appear on the U.S. Department of the Treasury's Specially Designated Nationals List (SDN List). Employees and spouses of employees of VF, and any other company or individual involved with the design, production, execution or distribution of the VF NFTs and the Auction, are not eligible to participate in the Auction.

2. The Auction:

   During the Auction Period (defined below), eligible Participants may access the Auction website at veefriends.com/burn-island ("Auction Site") and may place a bid on and exchange the Auction Tokens for a prize(s) during the Auction Period as described below.

   
   

   
   

   Bidding will begin once the Auction goes live, and bids will be accepted until the Auction Period ends, as set forth herein. The Auction shall begin at 4:00 PM EST on April 4, 2023, and end at 4:00 PM EST on April 10, 2023 (the "Auction Period").  VF shall be the official timekeeper for the Auction. The Auction Period, including closing time, is approximate, and VF reserves the right to close the Auction earlier or later than the scheduled time, as determined in VF' sole discretion. Further, VF reserves the right to limit, change, cancel, or relist the Auction, without prior notice, even after bids have been submitted, as determined in VF' sole discretion.

   
   

   
   

   All bidding shall be in Auction Tokens. A transfer of Auction Tokens to 0x337FF9E7569388df57f8E16F072E9ec4Eebb1733 (the "Burn Smart Contract") solely through the Auction Site and the other Token Requirements set forth above are required for Participant to submit an eligible bid. Starting bids must consist of at least one Auction Token. Participants can increase their bid at any time during the Auction Period by transferring additional Auction Tokens (for clarity, such additional Auction Tokens will be combined with the Participant's existing bid and not treated as a separate bid).

   
   

   
   

   When bidding in the Auction, Participant agrees that: (a) Participant is making an irrevocable binding offer to purchase the respective Prizes and so may not cancel, retract, or reverse a bid once placed, and if it is a winning bidder, its bid is a legally binding contract to exchange the Auction Tokens for the respective prize(s); and (b) Participant will not take any actions that directly or indirectly manipulate the bid or the bidding process. Participant acknowledges that no shill bidding is permitted.

   
   

   
   

   VF reserves the right to refuse any bid, and may, in its sole discretion, limit or cancel certain quantities per Participant. Participant is limited to one (1) entry and if any Participant engages in multiple entries all bids from such Participant shall become null and void. VF reserves the right to limit or prohibit bids that, in its sole judgment, appear to be placed in bad faith.

   
   

3. Winning Bids and Failed Bids:

   There will be only twenty three (23) winners and a winning bid will be a bid that, at the time the Auction closes, has the twenty third (23rd) highest Auction Tokens submitted or greater ("Winning Bid"). A failed bid is a bid that, at the time the Auction closes, has less Auction Tokens than those with the Winning Bid(s) ("Failed Bid"). Prizes consist of the below NFTs (the "Prize(s)"). Winners will win the Prize(s) set forth below that are ordered numerically in order of most Winning Bids to least. For example, the person who finished with the most Winning Bids will win the first Prize set forth below, the person with the second most Winning Bids will win the second Prize set forth below and so on. Any ties shall be broken in order of bid submission. No Prizes are available for inspection prior to their delivery and are provided "as is." Participant understands and acknowledges that no monetary, reputational or commercial value is associated with any such Prizes. The Prizes may be subject to additional terms and conditions set forth by the creator of such Prizes. You are solely responsible for reviewing and complying with the creators terms and conditions.

   
   

   
   

   Prizes:

   1. 1st Place: Gen 0 Alpha 7 Wolf #1979 
   2. 2nd Place: Gen 1 Alpha 6 Wolf #12906
   3. 3rd Place: Structure Genesis Land #8156
   4. 100,000 WOOL 
   5. 100,000 WOOL 
   6. 100,000 WOOL 
   7. 100,000 WOOL 
   8. 100,000 WOOL 
   9. 100,000 WOOL 
   10. 100,000 WOOL 
   11. 100,000 WOOL 
   12. 100,000 WOOL 
   13. 100,000 WOOL 
   14. Farmer #37
   15. Farmer #38
   16. Farmer #67
   17. Farmer #1050
   18. Farmer #1063
   19. Farmer #1125
   20. Farmer #1278
   21. Farmer #1279
   22. Farmer #1632
   23. Farmer #3011

   
   

   If a Participant submits a Winning Bid, Participant's Auction Tokens will be 'burned', destroyed and cease to exist in exchange for one or more prizes. 

4. Delivery and Refunds:

   Participants who submit a Winning Bid will receive their Prize(s) from the owner in their Wallet within after the end of the Auction Period. Risks including but not limited to risk of loss of private key(s), hacking/phishing/theft, and regulatory interference transfer to Participant immediately upon receipt of any Prize.

   
   

   
   

   Refunds for Failed Bids, will be transferred to Participants after the end of the Auction Period.

   
   

   
   

   Participant understands and acknowledges that there may be a delay between the end of the Auction and owners delivery of Prizes and refunds as VF identifies Winning Bids, and takes any other actions it deems necessary prior to delivery of Prizes and refunds.

   
   

   
   

   All Prize winners will be notified on or about April 10, 2023 and will then may be required to sign, notarize and return, a Declaration of Eligibility/Release of Liability and where legal, a publicity release within seven (7) days of notification attempt. Noncompliance within this time period may result in disqualification and an alternate winner being selected. Prize or prize notification returned as non-deliverable will result in disqualification and the prize will be forfeited and an alternate winner may be selected and notified as indicated above. If winner is a Canadian resident, he/she must answer unaided time-limited arithmetic skill-testing question as a condition to winning the prize. Upon receipt of the Declaration of Eligibility/Release of Liability and confirmation of eligibility, winner will be sent their prize within seven (7) days of being confirmed the winner.

   
   

   
   

   Except as permitted herein, no refunds, returns or reimbursements are permitted except with respect to any statutory warranties or guarantees that cannot be excluded or limited by law.

5. Gas:

   Participant is responsible for all Ethereum blockchain network "gas" fees associated with participation in the Auction and/or Redemption, including fees for submitting bids and, where applicable, fees for minting and receiving Prize(s) and receiving refunds.

   
   

   
   

   For any Failed Bids, VF will pay the gas to send back the Auction Tokens that were placed for bids, however, VF will not be refunding any gas spent on such bids.

6. Assumption of Certain Risks:

   NFTs are intangible digital assets and exist only by virtue of the ownership record maintained in the blockchain network. Due to the rapidly evolving nature of the digital asset market, it is not possible to know all of the risks involved in digital assets, and new risks may emerge at any time. The following are some, but not all, of the risks associated with the Auction:

   
   

   
   

   • Cryptocurrency and the blockchain.  VF does not control the public blockchain. By participating in the Auction, Participant acknowledges that they are aware of and accepts all risks associated with a cryptographic system, including without limitation the blockchain, decentralized ledgers, smart contracts, digital wallets, and non-fungible tokens. VF is not responsible for the operation of the blockchain, or for any losses due to the blockchain or the use of a digital currency, including without limitation, (i) internet connectivity, (ii) hardware malfunctions, (iii) software bugs, viruses or exposure to malicious software, (iv) digital wallet security breaches, (v) system failures or outages; or (vi) lost or stolen "private keys."
   • Pricing digital assets. Participant understands that the price of digital assets is highly volatile and may be impacted by, among other things, fluctuations in the price of other digital assets. Digital assets also suffer from valuation and liquidity challenges.
   • Evolving regulatory landscape. The regulatory landscape governing blockchain technologies, cryptocurrencies, and NFTs is evolving. Changes in the legislative or regulatory environment may impact VF's ability to offer certain products or services. In addition, there are risks associated with the dependence on third-party decentralized trading platforms, applications or other intermediaries (e.g., exchanges), counterparties or custodians to hold or convert digital assets that may be subject to little or no regulation, or that may operate in violation of regulations, including regulations related to sanctions compliance and anti-money laundering.
   • Tax Obligations. Participants are solely responsible for determining what, if any, tax obligations might arise from his/her transactions. Except as required by law, VF is not responsible for determining any Participants tax reporting or compliance obligations, or other tax obligations, including without limitation payment obligations.
7. EU Consumer Rights Directive:

   If Participant is a consumer habitually residing in the European Union, Participant has the right under the EU Consumer Rights Directive to cancel its purchase within 14 days of end of the Auction. If Participant qualifies for the cancellation right and wishes to exercise it, Participant must notify VF within said 14 days by sending written notice to VF at 10 Hudson Yards, Floor 25, New York, New York 10001. The notice should state your name, residential address, contact details, wallet address, description of the property and the date of the sale and that you wish to exercise the EU Consumer Rights Directive cancellation right.

8. Use of Name and Likeness:

   By Participating in the Auction, and if you have a Winning Bid, you hereby grant to VF and its affiliates and assigns the right and permission to use in perpetuity, your name, likeness, image, voice, recorded voice, appearance, biographical information, statements, performance and/or testimonial(s) (collectively, "Appearance") in any manner and in any media, now known or later developed, throughout the world, at any time, for the purpose of advertising and publicizing the Auction and VFs products and services, without review, permission or compensation of any amount or kind whatsoever.  VF shall have complete ownership of any recording, product, copy, presentation or other material or file containing or featuring your Appearance ("Product"), including copyright interests, and you acknowledge you have no interest or ownership in the Product (or any portion thereof) or its copyright. This grant includes without limitation the right for VF to edit, abridge, augment, title, or create a compilation from your Appearance in whole or part as VF may elect in its sole discretion.

9. Unauthorized Use:

   The Auction may not be used for any unauthorized use or for any illegal or unlawful purpose. Any unauthorized use or violation of this Agreement shall immediately and automatically terminate Participant's right to participate in the Auction and may subject it to legal liability. VF reserves the right to take appropriate legal action for any illegal or unauthorized conduct.

10. Indemnification:

    Participant agrees to defend, indemnify and hold VF harmless from and against any and all claims, damages, costs and expenses, including attorneys' fees, due to Participants activities in connection with the Auction, and/or the breach of any representation, warranty, or other provision of the Agreement.

11. Limitation of Liability:

    VF is not responsible for: (a) any incorrect or inaccurate information, whether caused by Participant, or programming associated with or used in the Auction; (b) technical failures of any kind, including but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (c) unauthorized human intervention in any part of Auction; (d) technical or human error, which may occur in the administration of the Auction or the processing of bids; or (e) bids or notifications that are lost, late, incomplete, illegible, unintelligible, damaged or otherwise not received by the intended recipient, in whole or in part, due to computer, human or technical error of any kind, including but not limited to, by reason of unauthorized human intervention, spam filters, privacy settings, inactive email accounts or a Participant's failure to monitor its email account. If for any reason a Participant's bid is confirmed to have been erroneously deleted, lost or otherwise destroyed or corrupted, Participants sole remedy is to submit another bid, if the Auction is still ongoing. If, for any reason, the Auction cannot be executed as planned, including, but not limited to, any governmental order or mandate, force majeure, social media mandate, printing, administrative or other error of any kind, transmission failure, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, epidemic, pandemic, or any other causes beyond the control VF that corrupt or affect the security, administration, fairness, integrity or proper conduct of the Auction, or if the Auction is compromised or becomes technically corrupted in any way, electronically or otherwise, or if VF otherwise wishes to discontinue the Auction for any reason, VF reserves the right, in its sole discretion, to cancel, modify or terminate the Auction immediately and without notice.

    
    

    
    

    In no event will VF be liable to Participant for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Participant has been advised of the possibility of such loss or damage. In no event will VF be liable for any inability to access the Auction, Prize or any other NFT for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to (a) the servers upon which the Auction Tokens or Prize is stored; (b) the Approved Marketplace; or (c) any other NFT platform.

12. DISCLAIMER OF WARRANTIES:

    PARTICIPANT'S ENGAGEMENT IN THE AUCTION IS AT ITS OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTICIPANT IS RESPONSIBLE FOR COMPLYING WITH THIS AGREEMENT AND ALL APPLICABLE LAWS WITH RESPECT TO THE AUCTION AND THE RECEIPT OF ANY VF NFT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL INFORMATION AND CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE AUCTION, IS MADE AVAILABLE "AS IS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VF DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE AUCTION SITE(S), THE CONTENTS WITHIN AND THE PRODUCTS OR SERVICES LISTED OR PURCHASED THROUGH THE AUCTION. VF DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AUCTION SITE(S) OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE AUCTION SITE(S) OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, VF SHALL NOT BE LIABLE FOR THE USE OF THE SITES, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.

    
    

    
    

    If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if VF is otherwise found to be liable in any manner, then its aggregate liability for all claims under such circumstances shall not exceed the lesser of (a) the amount paid by Participant in the Auction that is the subject of the claim at issue during the prior 12 months, or (b) $10. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages. Accordingly, some of the above indemnities, limitations and disclaimers may not apply. To the extent VF may not, as a matter of applicable law, disclaim any warranty or limit its liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law.

13. Class Action Waiver:

    YOU AND VF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' dispute is resolved through arbitration, the arbitrator may not consolidate another persons claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this section shall be null and void.

14. Your Knowledge & Experience:

    You represent and warrant that you are knowledgeable, experienced, and sophisticated in using blockchain technology and that you understand and accept the risks associated with technological and cryptographic systems such as blockchains, NFTs, cryptocurrencies, smart contracts, consensus algorithms, decentralized or peer-to-peer networks and systems, and similar systems and technologies, which risks may include malfunctions, bugs, timing errors, transfer errors, hacking and theft, changes to the protocol rules of the blockchain (e.g., forks), hardware, software and/or Internet connectivity failures, unauthorized third-party data access, and other technological risks, any of which can adversely affect the Auction Tokens and expose you to a risk of loss, forfeiture of your digital currency or NFTs, or lost opportunities to buy or sell digital assets.

    
    

15. Assignment:

    VF may assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. This Agreement (including, without limitation, the license granted hereunder) is personal to Participant and shall not be assigned or transferred. Any other attempt to assign, sub-license, or transfer rights under this Agreement shall be null and void.

16. Governing Law/Disputes/Arbitration:

    VF operates the Auction from the United States of America. VF does not represent that the Auction is lawful or available for use in any other location. If Participant chooses to participate in the Auction from other locations, it does so at its own risk and is responsible for compliance with all applicable local laws.

    
    

    
    

    Except where prohibited by law, as a condition of participating in this Auction, each Participant agrees that (1) any and all disputes and causes of action arising out of or connected with this Auction, including but not limited to the VF NFT(s), shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration under the rules of JAMS and held at the JAMS regional office nearest the Participant; (2) the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings at such arbitration; and (3) judgment upon such arbitration award may be entered in any court having jurisdiction. Under no circumstances will any Participant be permitted to obtain awards for, and Participant hereby waives all rights to claim, punitive, incidental or consequential damages, or any other damages, including attorneys' fees, other than Participants actual out-of-pocket expenses (i.e., costs associated with participating in this Auction), and Participant further waives all rights to have damages multiplied or increased. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms, or the rights and obligations of the Participant and VF in connection with the Auction, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules (whether of the State of New York or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York.

17. Severability:

    If any term of provision of these Terms is found under the law to be invalid or unenforceable, then such specific term or provision shall be of no force and effect and shall be severed and the remainder of these Terms shall continue in full force and effect.