TO BE ELIGIBLE TO PARTICIPATE IN THE VEE FRIENDS, LLC, ITS AFFILIATES, ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, AGENTS, SUCCESSORS, AND PERMITTED ASSIGNS ("VF") NFT BACKGROUND SWAP (THE "SWAP") YOU MUST SATISFY THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW. BY PARTICIPATING IN THIS SWAP, YOU ("PARTICIPANT") AGREE TO THESE NFT BACKGROUND SWAP 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 SWAP.

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 BACKGROUND SWAP OR ACCESS HTTPS://VEEFRIENDS.COM/ ("VF'S WEBSITE" OR THE "SITE").

1. ELIGIBILITY:

   In order to be eligible to participate in the Swap, 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 Series 2 NFT (the "S2 NFT") in their wallet and burn at least one (1) VeeFriends JAS Book Game NFT (each an "Swap Token" and collectively, the "Swap Tokens") in the Burn Smart Contract (as defined below) upon conclusion of the Swap 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 Swap, are not eligible to participate in the Swap.

2. THE SWAP:

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

   
   

   
   

   Swaps will begin once the Swap goes live, and submissions will be accepted until the earlier of (i) three thousand seven hundred and fifteen (3,715) successful submission are processed or (ii) the expiration of the Swap Period, as set forth herein. The Swap shall begin at 12:00 PM EST on August 29, 2023, and end at 12:00 PM EST on September 12, 2023 (the "Swap Period"). VF shall be the official timekeeper for the Swap. The Swap Period, including closing time, is approximate, and VF reserves the right to close the Swap 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 Swap, without prior notice, even after submission have been submitted, as determined in VF' sole discretion.

   
   

   
   

   All submission(s) shall be in Swap Tokens. A transfer of Swap Tokens to 0x337FF9E7569388df57f8E16F072E9ec4Eebb1733 (the "Burn Smart Contract") solely through the Swap Site and the other Token Requirements set forth above are required for Participant to submit an eligible submission.

   
   

    

   When entering the Swap, 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 Swap Tokens for the respective New VFNFTs; and (b) Participant has satisfied the Token Requirements and will not take any actions that directly or indirectly manipulate the submission or the Swap 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.

   
   

3. SUCCESSFUL SUBMISSION AND FAILED SUBMISSION:

   There will be only three thousand seven hundred and fifteen (3,715) backgrounds available and a successful submission will be a submission that, at the time of submission, is within the three thousand seven hundred and fifteen (3,715) successful submissions submitted and at the conclusion of the Swap Period satisfy the Token Requirements ("Successful Submission"). A failed submission is a submission that, at the time of submission, is beyond the first three thousand seven hundred and fifteen (3,715) submissions or fails to meet the Token Requirements at the conclusion of the Swap Period ("Failed Submission"). Any ties shall be broken in order of submission. New VFNFTs consist of a new background (created by Terrel Jones (the "Artist") change for one (1) of Participants S2 NFT(s) (the "New VFNFT(s)"). Participant will be entitled to one (1) New VFNT per Successful Submission and Participant may choose which of their S2 NFT will be the New VFNFT through the Swap Site. 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. For clarity, Participant is entitled to change background of one (1) of their S2 NFTs per Successful Submission. For example, if Participant submits three (3) Successful Submissions, Participant will be entitled to three (3) New VFNFTs (Artist created background swap for the selected S2 NFTs). The New VFNTs may be subject to additional terms and conditions set forth by the Artist of such New VFNFTs. You are solely responsible for reviewing and complying with the Artist's terms and conditions and VeeFriends makes no representations or warranties as to the New VFNFTs.

   
   

   
   

   If a Participant submits a Successful Submission, Participant's Swap Tokens will be 'burned', destroyed and cease to exist in exchange for one or more New VFNFT(s). Successful Submission(s) will forever alter the selected S2 NFT(s) and transform them into the New VFNFT(s) which cannot be undone.

   
   

4. DELIVERY AND REFUNDS:

   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 Swap Token is transferred to the Burn Smart Contract. 

   
   

   
   

   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.

   
   

5. GAS:

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

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 Swap:

   
   

   
   

   • Cryptocurrency and the blockchain. VF does not control the public blockchain. By participating in the Swap, 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.

   
   

7. USE OF NAME AND LIKENESS:

   By Participating in the Swap, 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 Swap 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.

8. UNAUTHORIZED USE:

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

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

10. 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 Swap; (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 Swap; (d) technical or human error, which may occur in the administration of the Swap 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 Swap is still ongoing. If, for any reason, the Swap 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 Swap, or if the Swap is compromised or becomes technically corrupted in any way, electronically or otherwise, or if VF otherwise wishes to discontinue the Swap for any reason, VF reserves the right, in its sole discretion, to cancel, modify or terminate the Swap 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 Swap, 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 Swap Tokens or New VFNFT is stored; (b) the Approved Marketplace; or (c) any other NFT platform.

11. DISCLAIMER OF WARRANTIES:

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

12. 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 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.

13. 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 Swap 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.

14. 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.

15. GOVERNING LAW/DISPUTES/ARBITRATION:

    VF operates the Swap from the United States of America. VF does not represent that the Swap is lawful or available for use in any other location. If Participant chooses to participate in the Swap 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 Swap, each Participant agrees that (1) any and all disputes and causes of action arising out of or connected with this Swap, 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 Swap), 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 Swap, 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.

    
    

16. 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.