Last Modified: April 18, 2025

This NFT Agreement (“NFT Agreement”) is entered into by and between Rewards, Inc. (“Licensor”) and the individual or entity that owns an NFT (as defined below) (the “Owner”), effective as of the date the limited license rights in and to the NFT are transferred to the Owner (the “Effective Date”). This NFT Agreement is incorporated into the Terms and Conditions available at https://scratch.cards/terms (“Site Terms,” and together with this NFT Agreement, the “Agreement”); provided, however, to the extent that anything in this NFT Agreement conflicts with the Site Terms, this NFT Agreement shall take precedence.

OWNER ACKNOWLEDGES RECEIPT AND UNDERSTANDING OF THE AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS IN THEIR ENTIRETY. OWNER’S ACCEPTANCE OF AN NFT SHALL BE DEEMED OWNER’S ACCEPTANCE OF, AND CONSENT TO BE GOVERNED BY, THE TERMS OF THE AGREEMENT. IF OWNER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THE AGREEMENT IN THEIR ENTIRETY, THE LICENSE CONTEMPLATED HEREUNDER SHALL AUTOMATICALLY TERMINATE.

THIS AGREEMENT INCLUDES DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND A REQUIREMENT TO ARBITRATE ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST THE COVERED PARTIES (AS DEFINED BELOW), WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THESE PROVISIONS ARE A FUNDAMENTAL BASIS OF THIS AGREEMENT.

In consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be bound, the parties agree as follows:

1. Licenses & Restrictions

1.1. NFTs. The “NFTs” sold or transferred to Owner under this Agreement, as part of the “Themed Scratch Cards Drop,” are non-fungible tokens, with ownership registered on a blockchain. Each NFT is associated with a single instance of a digital art file (“Digital Art”). As detailed below, Owner may own an NFT but shall have only a limited license to the Digital Art, subject to the terms of this Agreement. Owner must obtain and maintain a functioning self-custody wallet, such as MetaMask® or Coinbase Wallet® or similar (“Wallet”), capable of accessing the NFTs, as well as any cryptocurrencies necessary to purchase and/or sell the NFTs, including, where applicable, Ether (“ETH”).

1.2. Digital Art. The Digital Art is subject to copyright and other intellectual property protections, with rights owned by Licensor and/or third parties.

1.3. License. Upon a valid transfer of an NFT to Owner, Licensor grants Owner a limited, non-sublicensable license to use, publish, and display the Digital Art during the Term, subject to Owner’s compliance with this Agreement, including the restrictions in Section 1.4, solely for: (a) personal, non-commercial use; (b) listing the NFT for resale or trade on an NFT marketplace that cryptographically verifies the Owner’s rights to display the Digital Art, ensuring only the actual owner can display it; and/or (c) inclusion on a third-party website or application that permits NFTs, provided the website/application cryptographically verifies the Owner’s rights to display the Digital Art and the Digital Art is no longer visible once the Owner leaves the website/application (the “Owner License”). The Owner License is non-transferable, except that it automatically transfers with a Permitted Transfer (defined below) of the NFT. Upon expiration of the Term or breach of any condition of this Agreement by Owner, all license rights shall immediately terminate.

1.4. License Restrictions. The Digital Art is licensed, not sold, and Owner receives no title to or ownership of the Digital Art or associated intellectual property rights. The license does not grant Owner any right, title, or interest in the individual layered files, traits, or digital works associated with the Digital Art (collectively, the “Layered Files”). Except for the Owner License, no other rights to the Digital Art are granted, and all unallocated rights are reserved by Licensor. This includes intellectual property rights, publicity rights, images, names, logos, Layered Files, trademarks, the ability to mint 3D, voxel, or other NFT versions, smart contract code, or anything not specifically granted by the Owner License. Owner shall not, nor authorize, permit, or assist any third party to: (a) copy, modify, create derivative works from, or distribute the Digital Art or NFT; (b) display the Digital Art except as licensed in Section 1.3; (c) use the NFT or Digital Art to advertise, market, or sell products/services; (d) incorporate the NFT or Digital Art in videos or other media; (e) sell merchandise incorporating the NFT or Digital Art; (f) attempt to register trademarks, copyrights, or acquire additional intellectual property rights in the Digital Art; (g) charge a fee for viewing the Digital Art; (h) use the Digital Art for commercial benefit; (i) use the Digital Art to create or sell new cryptographic NFTs; or (j) fractionalize, pool, rent, or stake the NFT or Digital Art, unless compliant with applicable laws. Owner agrees not to: (i) remove copyright or legal notices associated with the NFT or Digital Art; or (ii) alter NFT metadata, including references to this Agreement. Non-compliance with Sections 1.3 and 1.4 constitutes a material breach.

1.5. Transfers. Subject to restrictions herein, Owner may transfer ownership of an NFT, including the Owner License, to a third-party (“Secondary Acquirer”) on or after the promotional period ends, provided: (a) Owner has not breached this Agreement; (b) the Owner License has not expired or been terminated; (c) the transfer occurs through a marketplace or platform that cryptographically verifies Owner’s current ownership; (d) Secondary Acquirer is not on the OFAC “Specially Designated Nationals and Blocked Persons List,” the Bureau of Industry and Security “Denied Persons List,” or a resident, citizen, or entity in a U.S.-embargoed country or territory; (e) the transfer complies with all applicable laws, regulations, and platform terms, including anti-money laundering, anti-bribery, and political contribution laws; and (f) Owner ensures the Secondary Acquirer is aware of and agrees to be bound by this Agreement (a “Permitted Transfer”). Upon a Permitted Transfer, including acceptance of this Agreement, the Secondary Acquirer becomes the Owner. The Owner License is not transferable apart from the NFT. Only one individual/entity may own an NFT at a time, with exclusive rights to the Owner License. Owner shall pay all transaction fees, payment transfer fees, and taxes (excluding Licensor’s net income taxes) associated with the Permitted Transfer. Series 1 Themed Scratch Cards NFTs may not be traded or sold on secondary marketplaces, such as OpenSea, until the promotional period concludes. Peer-to-peer sales are permitted upon verification of ownership.

2. Bonuses

2.1. Event Description. Subject to Subsection 2.2, acquiring an NFT may entitle the current Owner to additional bonuses offered by Licensor at its discretion (“Bonuses”), subject to availability and restrictions in Subsection 2.2 and as communicated by Licensor.

2.2. Restrictions. Once a Bonus is redeemed by an Owner, no subsequent Owner of the same NFT may redeem it. Bonuses cannot be licensed, sold, transferred, rented, or assigned except through a Permitted Transfer of the NFT. Bonuses must be redeemed by the Owner or forfeited. Bonuses have no cash value. Redemption is subject to availability, and Licensor may reschedule Bonuses at its discretion, including for reasons beyond its control.

2.3. Procedure. Owner may claim Bonuses by following procedures on the Site or as communicated by Licensor.

3. Compliance with Emerging Technology Laws

3.1. Owner acknowledges that the purchase, sale, and use of NFTs and associated cryptocurrencies are subject to a complex and evolving regulatory landscape, including but not limited to laws, regulations, and guidelines related to securities, commodities, anti-money laundering, consumer protection, and taxation (collectively, “Emerging Technology Laws”). Owner represents and warrants that they will comply with all applicable Emerging Technology Laws in their jurisdiction and any other relevant jurisdictions. Licensor is not responsible for ensuring Owner’s compliance with such laws, and Owner assumes all risks and liabilities arising from any failure to comply. Owner further agrees to provide Licensor with any information reasonably requested to verify compliance with Emerging Technology Laws, including but not limited to identity verification or transaction details, to the extent permitted by applicable law.

4. Warranty; Disclaimers and Assumption of Risk

4.1. Owner Warranty. Owner represents and warrants that Owner: (a) is at least the age of majority in their state of residence (typically 18 in most U.S. states) and has legal capacity to enter this Agreement; (b) will use and interact with each NFT and Digital Art only for lawful purposes, in accordance with this Agreement and applicable laws; and (c) will not use the NFT or Digital Art to violate any law, regulation, or third-party rights, including privacy, publicity, copyright, trademark, or patent rights.

4.2. DISCLAIMER; ASSUMPTION OF RISK. NFTs AND DIGITAL OBJECTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR SUPPORT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS OFFICERS, EMPLOYEES, MEMBERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (COLLECTIVELY, “COVERED PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

LICENSOR MAKES NO WARRANTY THAT AN NFT OR DIGITAL OBJECT WILL MEET OWNER’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, OR ERROR-FREE. LICENSOR IS NOT RESPONSIBLE FOR CLAIMS ARISING FROM: (a) MODIFICATIONS TO AN NFT OR DIGITAL ART BY ANYONE OTHER THAN LICENSOR, UNLESS APPROVED IN WRITING; (b) OWNER’S MISUSE OR MISREPRESENTATION OF AN NFT OR DIGITAL ART; (c) NFT VALUE FLUCTUATIONS; OR (d) TECHNOLOGY FAILURES.

OWNER UNDERSTANDS THAT NFT OWNERSHIP AND TRANSACTIONS RELY ON THIRD-PARTY TECHNOLOGY (E.G., DIGITAL WALLETS, BLOCKCHAINS, SMART CONTRACTS, INTERNET SERVICE PROVIDERS, MARKETPLACES) OUTSIDE LICENSOR’S CONTROL. LICENSOR DISCLAIMS ALL LIABILITY FOR THE USE, UNAVAILABILITY, OR FAILURE OF SUCH THIRD-PARTY TECHNOLOGY.

NFTS ARE COLLECTIBLE ITEMS FOR PERSONAL ENJOYMENT, NOT INVESTMENTS. LICENSOR MAKES NO GUARANTEE OF VALUE INCREASE OR MAINTENANCE. NFTs ARE INTENDED AS COLLECTIBLE ITEMS FOR INDIVIDUAL ENJOYMENT AND MAY HAVE ASSOCIATED CRYPTOCURRENCY VALUES BASED ON THEIR RARITY OR OTHER ATTRIBUTES, AS DETERMINED BY LICENSOR. LICENSOR MAKES NO GUARANTEE THAT THE NFTS OR THEIR ASSOCIATED CRYPTOCURRENCY VALUES WILL INCREASE, MAINTAIN, OR RETAIN ANY SPECIFIC VALUE. OWNER UNDERSTANDS AND AGREES THAT THE VALUE OF NFTS AND ANY TIED CRYPTOCURRENCY IS HIGHLY VOLATILE, SUBJECT TO MARKET FLUCTUATIONS, AND MAY RESULT IN TOTAL LOSS OF VALUE. NFTS ARE NOT INTENDED AS INVESTMENT VEHICLES, AND OWNER ASSUMES ALL RISKS ASSOCIATED WITH THEIR PURCHASE, SALE, OR USE. PRICE FLUCTUATIONS IN ETH OR OTHER CRYPTOCURRENCIES MAY IMPACT NFT VALUE POSITIVELY OR NEGATIVELY. NO INFORMATION OR CONTENT FROM LICENSOR OR THE SITE CONSTITUTES INVESTMENT ADVICE OR AN INVITATION TO ENTER AN INVESTMENT AGREEMENT. NFTS DO NOT QUALIFY AS SECURITIES OR FINANCIAL PRODUCTS, NOR ARE THEY AN OFFER TO PURCHASE SUCH PRODUCTS. OWNER IS SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH LAWS AND REGULATIONS IN THEIR JURISDICTION REGARDING NFT AND CRYPTOCURRENCY TRANSACTIONS. OWNER ASSUMES ALL RISKS OF USING INTERNET-BASED CRYPTOCURRENCIES, INCLUDING RISKS OF HARDWARE, SOFTWARE, INTERNET CONNECTIONS, MALICIOUS SOFTWARE, AND UNAUTHORIZED WALLET ACCESS. NEW REGULATIONS MAY IMPACT NFT OR CRYPTOCURRENCY VALUE, AND OWNER ACCEPTS ALL SUCH RISKS, INCLUDING DISRUPTIONS TO ETH OR THE ETHEREUM PLATFORM. NFT PRICES ARE VOLATILE, AND CRYPTOCURRENCY PRICE FLUCTUATIONS MAY IMPACT PRICES. OWNER ASSUMES ALL RISKS. NO INFORMATION FROM LICENSOR OR THE SITE IS INVESTMENT ADVICE OR AN INVITATION TO INVEST. NFTS ARE NOT SECURITIES OR OFFERS TO PURCHASE FINANCIAL PRODUCTS. OWNER IS RESPONSIBLE FOR ENSURING NFT AND CRYPTOCURRENCY TRANSACTIONS COMPLY WITH JURISDICTIONAL LAWS. OWNER ASSUMES RISKS OF INTERNET-BASED CRYPTOCURRENCIES, INCLUDING HARDWARE, SOFTWARE, CONNECTIONS, MALICIOUS SOFTWARE, AND UNAUTHORIZED WALLET ACCESS. NEW REGULATIONS MAY IMPACT NFT VALUE, AND OWNER ACCEPTS ALL SUCH RISKS, INCLUDING DISRUPTIONS TO ETH OR ETHEREUM.

5. Limitation of Liability; Indemnity

5.1. Dollar Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COVERED PARTIES’ CUMULATIVE LIABILITY UNDER THIS AGREEMENT, FOR ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT PAID TO LICENSOR FOR THE INITIAL NFT SALE; OR (b) ONE HUNDRED DOLLARS ($100).

5.2. Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COVERED PARTIES ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR SIMILAR DAMAGES (INCLUDING LOST PROFITS, REIMBURSEMENTS, DATA, OR SAVINGS), EVEN IF ADVISED OF THEIR POSSIBILITY.

Clarifications & Disclaimers. THESE LIMITATIONS APPLY: (a) TO NEGLIGENCE; (b) REGARDLESS OF ACTION FORM (CONTRACT, TORT, STRICT LIABILITY); (c) EVEN IF DAMAGES ARE FORESEEABLE OR ADVISED; AND (d) EVEN IF REMEDIES FAIL. COVERED PARTIES ARE NOT LIABLE FOR LOSSES FROM: (i) USER ERRORS (E.G., FORGOTTEN PASSWORDS, MISTYPED ADDRESSES); (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; (iv) UNAUTHORIZED NFT ACCESS; (v) THIRD-PARTY ATTACKS (E.G., VIRUSES, PHISHING); (vi) OWNER’S FAILURE TO SECURE WALLET KEYS; (vii) UNINTENDED NFT TRANSFERS OR LOSSES; (viii) FAILURE TO ACHIEVE FINANCIAL OUTCOMES; (ix) FAILURE TO ACCESS BONUSES; OR (x) INABILITY TO DEMONSTRATE NFT OWNERSHIP. If law limits these provisions, Licensor’s liability is limited to the maximum extent permissible.

5.3. Indemnity. Owner shall indemnify, defend, and hold harmless the Covered Parties from claims, demands, liabilities, damages, penalties, losses, fines, costs, and expenses (including reasonable attorneys’ fees, reimbursed as incurred) arising from: (a) Owner’s breach of this Agreement, including licensing conditions; (b) Owner’s unlawful use of an NFT; (c) Owner’s unauthorized NFT transfer; or (d) Owner’s improper exercise of license rights.

6. Term & Termination

6.1. Term. This NFT Agreement begins on the Effective Date and continues until terminated per its terms (the “Term”).

6.2. Termination for Transfer. The Owner License applies only while Owner holds the NFT. If Owner sells, trades, donates, transfers, or disposes of the NFT, this Agreement, including the Owner License, terminates immediately without notice, and Owner loses all rights to the NFT, Digital Art, or Bonuses.

6.3. Termination for Non-Permitted Transfer. Any NFT transfer other than a Permitted Transfer terminates this Agreement, including the Owner License and Bonuses, in its entirety.

6.4. Termination for Cause. Licensor may terminate this Agreement for Owner’s material breach by written notice detailing the breach, effective in thirty (30) days unless cured, or immediately if incurable.

6.5. Effects of Termination. Upon termination, Owner must cease using the Digital Art and delete, destroy, or return all copies. Use of Digital Art post-termination is an intellectual property infringement. Provisions necessary to fulfill their purpose survive termination.

7. Miscellaneous

7.1. Independent Contractors. The parties are independent contractors, not agents, and neither may make commitments on the other’s behalf.

7.2. Force Majeure. No delay, failure, or default (except failure to pay fees) breaches this Agreement if caused by acts of war, terrorism, natural disasters, strikes, riots, embargoes, epidemics, pandemics, or other causes beyond the party’s control.

7.3. Assignment & Successors. This Agreement is not assignable by Owner except through a Permitted Transfer to a Secondary Acquirer, in which case terms bind and benefit permitted successors. Other assignments are void.

7.4. Severability. If any provision is invalid or unenforceable, it will be interpreted to fulfill its purpose to the maximum extent permitted, and other provisions remain in effect.

7.5. No Waiver. No rights are waived by lapse of time or statements unless by an authorized representative in writing. Waiver of one breach does not waive others.

8. Binding Arbitration and Class-Action Waiver

READ THIS CAREFULLY—YOU (“OWNER”) AGREE TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, INCLUDING A CLASS-ACTION WAIVER AND JURY-TRIAL WAIVER.

Owner and Licensor agree to resolve all Disputes (including those involving Licensor’s subsidiaries or affiliates) by binding individual arbitration, except for claims within small claims court jurisdiction, provided they are individual disputes, not class actions. “Dispute” includes any claim, lawsuit, action, or controversy, past, present, or future, in contract, tort, statute, or common law, concerning NFTs, this Agreement, or the interpretation, applicability, or enforceability of these terms.

8.1. CLASS-ACTION WAIVER. To the extent permitted by law, neither Owner nor Licensor will bring, join, or participate in class-action lawsuits, private attorney general actions, or representative actions concerning Owner, Licensor, or Covered Parties. Breaching this provision allows injunctive relief to stop or remove participation, with Owner paying Covered Parties’ attorneys’ fees and costs. This arbitration and class-action waiver: (i) does not waive individual arbitration rights; and (ii) is an independent agreement. Neither party will seek class or representative relief. If the class-action waiver is invalid, arbitration obligations remain to the fullest extent permitted.

8.2. BINDING ARBITRATION PROCESS AND RULES. Unresolved disputes (except small claims or intellectual property disputes) are resolved by binding arbitration under the U.S. Federal Arbitration Act, 9 U.S.C. §§ 1-16. Arbitration demands are filed with JAMS (www.jamsadr.com) per JAMS’ Consumer Arbitration Minimum Standards (www.jamsadr.com/consumer-minimum-standards/). If JAMS is unavailable, parties will select another forum. The Arbitrator has exclusive authority over disputes regarding this arbitration agreement’s interpretation, applicability, enforceability, or formation, including voidability or arbitrability issues. JAMS rules govern unless conflicting with this Agreement. Arbitration is conducted by a single neutral arbitrator, in person, by document submission, phone, or video (e.g., Zoom). In-person hearings occur in Chicago, Illinois, unless Owner demonstrates undue burden, in which case the arbitrator selects a location per forum rules. Parties submit to Chicago, Illinois federal or state courts to compel arbitration, stay proceedings, or confirm, modify, vacate, or enter judgment on the arbitrator’s award. The arbitrator may award individual damages or injunctive relief as a court could.

8.3. Small Claims Court. Subject to jurisdictional limits, Owner or Licensor may pursue a Dispute in small claims court instead of arbitration, provided it remains individual. If an arbitration demand is filed, the other party may opt for small claims court.

8.4. Initial Informal Dispute Resolution. For Disputes (except small claims or intellectual property disputes), parties must attempt informal resolution. The claiming party sends a written Dispute notice with name, address, contact information, detailed facts, relief sought, and damage calculations to the other party. Owner sends notices to Rewards, Inc., P.O. Box 1009, Crystal Lake, IL 60039-1009, Attention: Legal. Licensor uses Owner’s available contact information. Parties negotiate for thirty (30) days from notice receipt, including a telephone or videoconference meet-and-confer (“Conference”). Owner must participate individually, though counsel may attend. Licensor participates via representatives. After the Conference and thirty days, either party may initiate arbitration. Courts may enjoin arbitrations violating this requirement.

8.5. Fees. If Licensor initiates arbitration, it pays all costs, including filing fees. If Owner initiates, Owner pays the initial filing fee and other fees per forum rules. If the arbitrator finds a claim violates Federal Rule of Civil Procedure 11, sanctions may be awarded.

8.6. Arbitration Agreement Survival. This arbitration agreement survives termination of Owner’s relationship with Licensor, including revocation of consent or cessation of engagement with Licensor’s products or communications.

8.7. Opt-out. Owner may opt out of arbitration by mailing a notice within thirty (30) days of first becoming subject to this Agreement to Rewards, Inc., P.O. Box 1009, Crystal Lake, IL 60039-1009, Attention: Legal. The notice must include Owner’s name, address, account email (if applicable), and a clear statement opting out of arbitration (and, if applicable, the class-action waiver). Opting out of arbitration only (not the class-action waiver) keeps the waiver in effect. Without timely opt-out, Owner is bound to arbitrate Disputes on a non-class basis.

8.8. WAIVER OF JURY TRIAL. FOR COURT PROCEEDINGS DESPITE ARBITRATION PROVISIONS, DISPUTES ARE TRIED BEFORE A JUDGE, NOT A JURY, AND PARTIES WAIVE JURY TRIAL RIGHTS. THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS IS EXCLUDED AND DOES NOT APPLY.

9. Miscellaneous

9.1. Entire Agreement. This NFT Agreement, with the Site Terms and referenced documents, is the entire agreement, superseding all prior or contemporaneous writings, negotiations, or discussions. Neither party relied on such communications.

9.2. Amendment. This Agreement may only be amended by a written agreement signed by authorized representatives of Licensor and Owner.

9.3. Headings. Section headings and captions are for convenience and do not affect interpretation.

9.4. Drafting. Parties providing Electronic Acceptance agree they participated in drafting, and no party is deemed the drafting party.

9.5. Electronic Signatures. Owner accepts this Agreement electronically (“Electronic Acceptance”). By clicking submit or taking designated actions, Owner submits a legally binding electronic signature, entering a binding contract. Owner’s electronic submission shows intent to be bound. Per the U.S. Electronic Signatures in Global and National Commerce Act (P.L. 106-229) and similar laws, OWNER AGREES TO ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND RECORDS, AND ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND TRANSACTION RECORDS THROUGH THE SITE OR LICENSOR’S PLATFORMS. Owner waives requirements for original signatures, non-electronic records, or non-electronic payments/credits. Owner confirms ability to print or store electronic information accessibly in unchanged form.

Last Updated: April 18, 2025