In order to be eligible to participate in the Exchange, 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 token ("Wallet") (certain Wallets, such as those offered by Metamask, are available for free), (c) have at least one (1) VeeFriends VeeCon 2022 ticket NFT (each an "Exchange Token" and collectively, the "Exchange Tokens") in the Eth Dead Address  (as defined below) upon conclusion of the Exchange 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 Exchange, are not eligible to participate in the Exchange.

During the Exchange Period (defined below), eligible Participants may access the Exchange website at veefriends.com/burn-island ("Exchange Site") and may exchange Exchange Tokens for a New VFNFT(s) (as defined herein) during the Exchange Period as described below.

Exchanges will begin once the Exchange goes live, and submissions will be accepted until the earlier of (i) ten thousand two hundred and fifty-five (10,255) successful submission are processed or (ii) the expiration of the Exchange Period, as set forth herein. The Exchange shall begin at 4:20 PM EST on April 28, 2023, and end at 4:20 PM EST on May 8, 2023 (the "Exchange Period"). VF shall be the official timekeeper for the Exchange. The Exchange Period, including closing time, is approximate, and VF reserves the right to close the Exchange 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 Exchange, without prior notice, even after submission have been submitted, as determined in VF' sole discretion.

All submission(s) shall be in Exchange Tokens. A transfer of Exchange Tokens to 0x000000000000000000000000000000000000dEaD (the "Eth Dead Address") solely through the Exchange Site and the other Token Requirements set forth above are required for Participant to submit an eligible submission. 

When entering the Exchange, Participant agrees that: (a) Participant is making an irrevocable binding offer to purchase the respective New VFNFTs and so may not cancel, retract, or reverse a submission once placed, and if it is a Successful Submission, its submission is a legally binding contract to exchange the Exchange Tokens for the respective prize(s); and (b) Participant has satisfied the Token Requirements and will not take any actions that directly or indirectly manipulate the submission or the Exchange process. Participant acknowledges that no shill bidding is permitted.

VF reserves the right to refuse any submission, and may, in its sole discretion, limit or cancel certain quantities per Participant. VF reserves the right to limit or prohibit submissions that, in its sole judgment, appear to be placed in bad faith or fail to meet the Token Requirements.

There will be only ten thousand two hundred and fifty-five (10,255) exchanges and a successful submission will be a submission that, at the time of submission, is within the ten thousand two hundred and fifty-five (10,255) successful submissions submitted and at the conclusion of the Exchange Period satisfy the Token Requirements ("Successful Submission"). A failed submission is a submission that, at the time of submission, is beyond the first ten thousand two hundred and fifty-five (10,255) submissions or fails to meet the Token Requirements at the conclusion of the Exchange Period ("Failed Submission"). Any ties shall be broken in order of submission. New VFNFTs consist of one (1) randomly selected VeeFriends and Snoop Dogg "Please Take a Step Back" NFTs (the "New VFNFT(s)"). New VFNFTs are not 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 New VFNFTs.

If a Participant submits a Successful Submission, Participant's Exchange Tokens will be 'burned', destroyed and cease to exist in exchange for one or more New VFNFT(s).

Participants who submit a Successful Submission will receive their New VFNFT(s) shortly after the Participant submits a Successful Submission(s). Risks include but are not limited to the risk of loss of private key(s), hacking/phishing/theft, and regulatory interference transfer to Participant immediately upon receipt of any New VFNFTs.

Participant understands and acknowledges that there may be a delay between a Successful Submission and delivery of New VFNFTs as VF verifies Successful Submissions and takes any other actions it deems necessary prior to delivery of New VFNFTs.

Participant understands that there will be no refunds and once the Exchange Token is transferred to the Eth Dead Address the Exchange Token will be destroyed.

Prior to receipt of the New VFNFTs, Participants may be required to sign and return a Declaration of Eligibility/Release of Liability and where legal, a Publicity Release within five (5) business days of notification attempt. Noncompliance within this time period may result in disqualification and an alternate winner being selected. New VFNFT notifications returned as non-deliverable will result in disqualification and the prize will be forfeited and an alternate recipient may be selected and notified as indicated above. If applicable, upon receipt of the Declaration of Eligibility/Release of Liability and confirmation of eligibility, the New VFNFT(s) will be sent to the Participant at the wallet address associated with the Participant's VF account.

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.

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

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 Exchange:

• Cryptocurrency and the blockchain. VF does not control the public blockchain. By participating in the Exchange, 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 Participant's tax reporting or compliance obligations, or other tax obligations, including without limitation payment obligations.

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 Exchange. 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.

By Participating in the Exchange, and if you have a Successful Submission, 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 Exchange and VF's 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.

The Exchange 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 Exchange and may subject it to legal liability. VF reserves the right to take appropriate legal action for any illegal or unauthorized conduct.

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 Participant's activities in connection with the Exchange, and/or the breach of any representation, warranty, or other provision of the Agreement.

VF is not responsible for: (a) any incorrect or inaccurate information, whether caused by Participant, or programming associated with or used in the Exchange; (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 Exchange; (d) technical or human error, which may occur in the administration of the Exchange or the processing of submissions; or (e) submissions 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 submission is confirmed to have been erroneously deleted, lost or otherwise destroyed or corrupted, Participant's sole remedy is to submit another submission, if the Exchange is still ongoing. If, for any reason, the Exchange 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 Exchange, or if the Exchange is compromised or becomes technically corrupted in any way, electronically or otherwise, or if VF otherwise wishes to discontinue the Exchange for any reason, VF reserves the right, in its sole discretion, to cancel, modify or terminate the Exchange 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 Exchange, New VFNFT 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 Exchange Tokens or New VFNFT is stored; (b) the Approved Marketplace; or (c) any other NFT platform.

PARTICIPANT'S ENGAGEMENT IN THE EXCHANGE 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 EXCHANGE 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 EXCHANGE, 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 EXCHANGE SITE(S), THE CONTENTS WITHIN AND THE PRODUCTS OR SERVICES LISTED OR PURCHASED THROUGH THE EXCHANGE. VF DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE EXCHANGE SITE(S) OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE EXCHANGE 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 Exchange 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.

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 person's 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.

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 Exchange 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.

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.

VF operates the Exchange from the United States of America. VF does not represent that the Exchange is lawful or available for use in any other location. If Participant chooses to participate in the Exchange 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 Exchange, each Participant agrees that (1) any and all disputes and causes of action arising out of or connected with this Exchange, 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 Participant's actual out-of-pocket expenses (i.e., costs associated with participating in this Exchange), 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 Exchange, 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.

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.