CHRONICLE PLATFORM TERMS AND CONDITIONS


1. BACKGROUND

1.1             The Chronicle Platform is an application-layer electronic trading platform utilising the Aurora Ethereum Virtual Network (AEVN). The Chronicle Platform enables users of the platform to buy, sell, trade, bid and gift authenticated digital non fungible token collectibles (NFTs), as described in more detail below.

1.2             The Chronicle Platform is owned and operated by Chronicle Systems LLC of Hamilton Development, Unit B, Charlestown, Nevis, St Kitts & Nevis (Chronicle).

1.3             These terms and conditions constitute a legally binding agreement (the Agreement) between the user of the Chronicle Platform (the User) and Chronicle and govern the User’s access to and use of the Chronicle Platform.

1.4             By engaging in or using the Chronicle Platform the User agrees that they are legally bound by this Agreement.

2. CHRONICLE PLATFORM COMPONENTS

2.1             The Chronicle Platform consists of the Chronicle Creative Studio (the Studio), the Chronicle Store (the Store), the Chronicle Marketplace (the Marketplace) and the Chronicle Universe (the Universe). These components are described in more detail later in this Agreement.

2.2             User agrees that Chronicle may at any point, and in its absolute discretion, make changes to the Chronicle Platform and that Chronicle is not required to give any prior notice to User of such changes.

3. ACCESSING THE CHRONICLE PLATFORM; USER ACCOUNT

3.1             The User can access and use the Chronicle Platform through any web browser using the URL www.chronicle.io.

3.2             In order to access and transact on the Chronicle Platform User must first create a Chronicle account using their email address (the User Account).

3.3             The User agrees to provide accurate and complete registration information when they create their User Account. The User also agrees to maintain and promptly update their User Account information from time to time as required.

4. USER MUST BE OVER THE AGE OF 18

4.1             The User may not use or access the Chronicle Platform if they are under the age of 18. By using the Chronicle Platform the User warrants that they are over the age of 18.

4.2             If Chronicle discovers that a User is under the age of 18 their account will be immediately suspended and the User will not be able to access or use the Chronicle Platform.

5. NFTS TRADES ON THE CHRONICLE PLATFORM

5.1             Each NFT created and sold by Chronicle on the Chronicle Platform (a Chronicle NFT) is created by the Studio and bears a Chronicle hologram, or watermark, or other unique identifier for instant recognition and brand verification.

5.2             Chronicle NFTs are created pursuant to licence agreements entered into between Chronicle (as licensee) and many of the world’s leading brands and intellectual property rights owners (licensors) across many industries, including but not limited to:

i) Film and Television;

ii) Animation;

iii) Sports;

iv) Arts and Culture;

v) Music;

vi) Games;

vii) Celebrities;

viii) Fashion; and

ix) Other Officially Licensed Memorabilia.

5.3             Each licensor described above is referred to in this Agreement as a Chronicle IP Partner. As between a Chronicle IP Partner and Chronicle, if there is any conflict between such Chronicle IP Partner's License Agreement as to the subject matter of the Chronicle IP Partner's License Agreement and this Agreement, the terms of such License Agreement shall apply, including in no event will a Chronicle IP Partner under such License Agreement be a User hereunder.

5.4             Chronicle NFTs have different levels of uniqueness and rarity. From most common to least common, these levels are:

i) Common;

ii) Rare;

iii) Epic;

iv) Legendary; and

v) Immortal.

5.5             The level of rarity of a Chronicle NFT may, but is not guaranteed to, influence or affect its resale value.

5.6             Chronicle NFTs are not stored on the Chronicle Platform. All Chronicle NFTs exist only on AEVN.

5.7             Ownership of each Chronicle NFT is verified and authenticated entirely by AEVN. Chronicle cannot change or affect the ownership of a Chronicle NFT after it has been created by Studio and sold to the first purchaser.

5.8             The User may purchase Chronicle NFTs from Chronicle using the Store through NFT Drops, NFT Mystery Boxes and NFT Auctions.

5.9             The User may purchase Chronicle NFTs from other users on the Marketplace.

5.10           The User may sell Chronicle NFTs to other users on the Marketplace, subject to this Agreement.

5.11           If a User decides to purchase or trade an NFT in a way other than through a NFT Drop, a NFT Mystery Box, an NFT Auction or through the Marketplace, the User does so entirely at their own risk.

6. NFT DROPS

6.1             A NFT Drop is an issue of a series of Chronicle NFTs by Chronicle.

6.2             A NFT Drop contains one or more Chronicle NFTs that are available until they are sold out.

6.3             An NFT Drop may contain one or more Chronicle NFTs utilising intellectual property owned by a Chronicle IP Partner.

6.4             Chronicle will determine the types, prices and number of NFT Drops at Chronicle’s absolute discretion.

6.5             Chronicle will determine the types, prices, rarities and number of Chronicle NFTs within each NFT Drop at Chronicle’s absolute discretion.

7. NFT MYSTERY BOXES

7.1             A NFT Mystery Box contains a random assortment of Chronicle NFTs as determined by Chronicle in its discretion.

7.2             Before User purchases a NFT Mystery Box, Chronicle will let User know of the general types of Chronicle NFTs that are contained in the NFT Mystery Box, including an indication of the quantity of Chronicle NFTs and their rarity, as well as how many NFT Mystery Boxes remain available for purchase.

7.3             Chronicle gives no warranty or representation that any particular type of Chronicle NFT or with any particular level of rarity or resale value will be included in any particular NFT Mystery Box.

8. NFT AUCTIONS

8.1             Chronicle will make exclusive Chronicle NFTs available for purchase via an NFT Auction.

8.2             NFT Auctions will be conducted in the Marketplace.

8.3             The rarity of Chronicle NFTS made available via an NFT Auction will be Immortal (i.e. one of a kind).

8.4             Chronicle gives no warranty or representation that only one type of Chronicle NFT will be made available via NFT auctions.

8.5             Chronicle gives no warranty or representation that Chronicle NFTs utilising intellectual property owned by a specific Chronicle IP Partner will be made available via NFT Auctions.

9. MARKETPLACE

9.1             The Marketplace allows Users to buy, sell, swap, trade and gift Chronicle NFTs.

9.2             Chronicle gives no warranty or representation that any specific Chronicle NFT will be available to buy, sell, swap, trade or gift in the Marketplace.

10. CHRONICLE NFT OWNERSHIP AND IP RIGHTS

10.1           When a User purchases a Chronicle NFT on the Chronicle Platform the User owns only that Chronicle NFT with the limited right to display the digital asset associated with that Chronicle NFT solely for the User's own persona, non-commercial use (Digital Asset License). Notwithstanding any other agreement or understanding, a User's sole rights in and to any digital asset shall at all times be subject to and limited by the Digital Asset License and the Agreement. All other rights in and to such digital asset are retained by the Chronicle IP Partner or its licensors.

10.2           User may sell, gift, trade or transact in a Chronicle NFT owned by the User in the User’s discretion.

10.3           User acknowledges and agrees that Chronicle IP Partners own all of the intellectual property on which Chronicle NFT’s are based or which is contained in or utilised by Chronicle NFTs. This may include copyright, trade mark and brand rights in imagery, videos, models, music and sounds, all of which remain the sole and absolute property of the relevant Chronicle IP Partner. No intellectual property rights owned by a Chronicle IP Partner are transferred to or owned by User on the creation, sale or resale of a Chronicle NFT other than the rights of use provided under the Digital Asset License.

11. USE OF CHRONICLE NFTS AND RESTRICTIONS

11.1           User agree that it will comply with all statutory or other regulatory requirements in respect of selling purchasing or trading NFT’s which may be applicable from time to time, including without limitation securing all third-party permissions and approvals as may be necessary.

11.2           User agrees that it must not use, promote or position Chronicle NFT’s in a manner that could reasonably be expected to damage the brand or reputation of Chronicle or any Chronicle IP Partner or in violation of the Digital Asset License.

11.3           User agrees that it must not use, promote or position a Chronicle NFT so as to suggest that Chronicle or any Chronicle Partner endorses any political party, holds any particular religious beliefs or uses illegal drugs.

11.4           User agrees that it must not use, promote or position a Chronicle NFT in any manner which is obscene, blasphemous or defamatory.

12. CHRONICLE PLATFORM PARTNERS

12.1           Chronicle partners with several organisations to provide functionality on the Chronicle Platform or to enable User to transact on the Chronicle Platform. Each is described as a Chronicle Platform Partner in this Agreement.

12.2           Chronicle Platform Partners include:

i) Near Protocol who provide AEVN, the blockchain on which Chronicle NFTs are held;

ii) Stripe, who provides payment services for Chronicle; and

iii) other partners as referred to on Chronicle’s website from time to time.

12.3           User agrees to be bound by and to comply with the terms and conditions that apply from time to time as prescribed by Chronicle Platform Partners in respect of the services and products they provide.

13. DEPOSITING FUNDS INTO USER ACCOUNTS

13.1           In order to transact on the Chronicle Platform funds must be deposited in the User Account.

13.2           Funds can be deposited into the User Account in US dollars, USDC, USDT, Tether or other currencies or cryptocurrency accepted by Chronicle.

13.3           Funds can be deposited via User authorising a charge against User’s credit card, by funds transfer from a bank or by other deposit methods accepted from time to time by Chronicle.

13.4           If required by Chronicle or a Chronicle Platform Partner, User must complete “know your client” procedures and other identity and payment verification procedures when creating the User Account or depositing or withdrawing funds from the User Account.

13.5           User agrees that Chronicle may utilise a Chronicle Platform Partner as a custodian to hold US dollars or other fiat currency deposited by User into their User Account.

14. FEES, COMMISSIONS AND ROYALTIES

14.1           User acknowledges that Chronicle and its Chronicle IP Partners and Chronicle Platform Partners will receive fees, commissions and royalties from the creation, sale and resale of every Chronicle NFT on the Chronicle Platform, including sales in the Store or in the Marketplace.

14.2           Those fees, commissions and royalties will be published from time to time on the Chronicle Platform.

14.3           Each Chronicle NFT will have embedded in it the fee, royalty and commission structure that applies to sale and resale of the Chronicle NFT, including fees, royalties and commissions payable to Chronicle, Chronicle IP Partners, Chronicle Platform Partners and sellers of the Chronicle NFT.

14.4           User agrees to pay all of those fees, commissions and royalties to the relevant payee in full without any setoff or deduction.

14.5           User agrees that Chronicle or its Chronic Platform Partners may deduct from sale or resale proceeds payable to User, or from funds in the User Account, all fees, commissions and royalties due to Chronicle, Chronicle IP Partners, Chronicle Platform Partners or sellers.

15. AEVN, TRANSACTION FEES

15.1           If the User purchases a Chronicle NFT from the Store or on the Marketplace the transaction will be conducted and confirmed through AEVN.

15.2           Chronicle does not own or control AEVN and is not liable for any loss or damage the User suffers as a result of their interaction with AEVN. Chronicle cannot reverse or modify a transaction on AEVN.

15.3           Chronicle is not responsible for any loss, delays or other adverse effects arising from delays in or upgrades or changes to AEVN.

15.4           Each transaction on AEVN generates a transaction fee. The User must pay the transaction fee applicable to each sale, purchase or resale of a Chronicle NFT by the User on the Chronicle Platform.

16. TAXES

16.1           Using the Chronicle Platform may trigger a taxable event.

16.2           The User is responsible and must pay all taxes including, but not limited to, income tax, capital gains tax, duties and assessments that are imposed by any governmental authority in any country in relation to the User’s use of the Chronicle Platform.

16.3           The User is solely responsible for determining whether and how much tax applies to any transaction they may have to pay via using or transacting on the Chronicle Platform.

16.4           Chronicle has no responsibility to inform the user of any tax obligations arising from a transaction on the Chronicle Platform.

17. OWNERSHIP OF THE CHRONICLE PLATFORM

17.1           Chronicle owns the Chronicle Platform. Some parts of the Chronicle Platform incorporate intellectual property used under license from Chronicle Platform Partners.

18. XNL TOKEN

18.1           XNL is the Chronicle Platform’s native cryptocurrency. It is an ERC-20 utility token issued on Ethereum and its use is subject to Ethereum’s terms and conditions.

18.2           By accessing the Chronicle Platform the User acknowledges that other users may have exclusive access to certain Chronicle NFTs by virtue of their XNL holdings.

18.3           XNL may provide the User with discounts in the Store, as well entitlements to vote on proposals relating to the Chronicle Platform.

18.4           All rights attaching to XNL are subject to change.

19. CHRONICLE MEDALS

19.1           User may also earn Chronicle Medals (Chronicle’s native NFTs) by staking XNLs.

20. ACNKNOWLEDGEMENTS AND ASSUMPTION OF RISK

20.1           In this Agreement the phrase Chronicle Parties is used to refer collectively to Chronicle, all Chronicle IP Partners and all Chronicle Platform Partners, and each is a Chronicle Party.

20.2           No Chronicle Party gives any warranty or representation that any particular Chronicle NFT has any intrinsic or resale value.

20.3           User agrees with and acknowledges each of the following (and accepts all risks associated with each):

i) a Chronicle NFT has no inherent or intrinsic value;

ii) the price and value of a Chronicle NFT is extremely volatile, and may fluctuate drastically at any given moment. The Chronicle Parties are not responsible for the price or value of any given Chronicle NFT;

iii) no Chronicle Party can guarantee that any purchasers of Chronicle NFTs will not lose money when purchasing or selling Chronicle NFTs;

iv) User is solely responsible for the security of their User Account, electronic wallet and any private key that is associated with it;

v) if User loses or cannot use their private key, each Chronicle Party has no liability or responsibility whatsoever; and

vi) the crypto currency and NFT industry is not well regulated. It is likely that in the future those industries will become more regulated. No Chronicle Party is not responsible for any loss suffered by User arising from the implementation of new laws, regulations or policies adversely affecting those industries or the price of any NFTs.

21. WAIVER OF RIGHT TO CLAIM

21.1           User agrees that no Chronicle Party nor its officers, employees and agents has no liability whatsoever to User or to any third party for any liability, cost, loss or damages (together Loss) that results from or is in connection with or related to any of the following:

i) buying or selling a Chronicle NFT;

ii) access to or use of the Chronicle Platform;

iii) a transaction on AEVN or the Chronicle Platform; and

iv) attempting to do any of the foregoing.

21.2           User irrevocably waives all rights (past, present or future, contingent or otherwise) that it may have against a Chronicle Party and its officers, employees and agents to make a claim, bring proceedings, seek compensation or bring a cause of action to recover or be paid any compensation or damages (together Claim) for any Loss that results from or is in connection with or related to any of the following:

i) buying or selling a Chronicle NFT;

ii) access to or use of the Chronicle Platform;

iii) a transaction on AEVN or the Chronicle Platform; and

iv) attempting to do any of the foregoing.

22. INDEMNITY

22.1           User indemnifies each Chronicle Party and its officers, employees and agents from and against any and all Loss suffered or incurred by the Chronicle Party or their officers, employees or agents arising directly or indirectly from, or incurred in connection with:

i) the User’s access to, use of, or alleged use of the Chronicle Platform;

ii) the User’s breach of this Agreement;

iii) the User’s violation of any third-party right, including without limitation any intellectual property right, confidentiality or property right; or

iv) any disputes or issues between the User and any third party.

23. LIMIT ON LIABILITY

23.1           User agrees that all times the maximum aggregate liability of each Chronicle Party and its officers, employees and agents for all Claims for Loss User may have, now or in the future, against the Chronicle Party and its officers, employees and agents in relation to User’s access to, use of, or alleged use of the Chronicle Platform is US$100.

24. TERMINATION

24.1           The User may delete their User Account at any time.

24.2           Chronicle may terminate the User’s access to the Chronicle Platform or delete their User Account in Chronicle’s sole discretion, immediately and without prior notice to User.

25. HYPERLINKS

25.1           The Chronicle Platform may display hyperlinks that will, when clicked, redirect the user to a third-party website. User acknowledges that Chronicle does not own or have any control over any third-party website.

25.2           If User clicks on a hyperlink that causes the User to leave the Chronicle Platform, Chronicle is not responsible for any loss or damage incurred by the user resulting from the User clicking the hyperlink.

26. FORCE MAJEURE

26.1           Chronicle is not liable to User, nor will it be deemed to have defaulted under or breached this Agreement to the extent that such a breach or default is caused by or results from a Force Majeure event.

26.2           A Force Majeure event means any exceptional event or circumstances which:

i) is beyond the control of Chronicle;

ii) has occurred without the fault or negligence of Chronicle; and

iii) Chronicle is unable to prevent or overcome by the exercise of reasonable diligence

iv) and Force Majeure includes but is not limited to the following events provided the criteria in (a) to (c) above are satisfied:

v) earthquakes, fires or other physical natural disaster;

vi) pandemic, epidemic or disease outbreak;

vii) hostilities, acts of war, acts of terrorism, sabotage, riots, civil or military disturbances, and

viii) national or statewide industrial disputes.

27. CHANGES TO THE AGREEMENT

27.1           The User agrees that the Agreement can be changed by Chronicle whenever Chronicle deems it appropriate to do so. Chronicle will post the latest version of the Agreement on its website.

28. PRIVACY POLICY

28.1           Chronicle may be required to collect personal data from User when User registers a User Account. Chronicle may be required to communicate some of this data to other users for the Chronicle Platform to function. Without communicating this data to other users, the Chronicle Platform cannot establish contractual relations between users.

28.2           When User registers an account they acknowledge that their personal data will be transmitted to other users to enable performance of the Chronicle Platform.

28.3           All users have the right to access, change and delete any personal data stored by Chronicle.

29. DISPUTE RESOLUTION

29.1           If there is a disagreement between the User and Chronicle on the interpretation of this Agreement or any aspect of the performance by either party of its obligations under this Agreement, representatives of the parties will, within 10 days of receipt of a written request from either Party to the other, meet in a place chosen by Chronicle good faith and try to resolve the disagreement without recourse to legal proceedings.

29.2           Nothing in this clause restricts either party’s freedom to seek urgent relief to preserve a legal right or remedy, or to protect proprietary or trade secret right.

30. GENERAL

30.1           No waiver of any right un shall be deemed to be a waiver of the same right on any other occasion.

31. WAIVER

31.1           A power, right or remedy may only be waived in writing signed by Chronicle.

31.2           The non-exercise of, or delay in exercising, any power, right or remedy is not a waiver.

31.3           No waiver of any right shall be deemed to be a waiver of the same right on any other occasion.

32. ENTIRE AGREEMENT

32.1           This Agreement constitutes the entire agreement between the User and Chronicle and no warranties, representations, terms, obligations or covenants or other terms and conditions of whatsoever nature not contained herein shall be of any effect.

33. RELATIONSHIP

33.1           Nothing in this Agreement creates a joint venture, agency, partnership or other fiduciary relationship between User and Chronicle.

34. SEVERANCE

34.1           If a provision of this Agreement is wholly or partly invalid, illegal, unenforceable, void or voidable, this Agreement must be construed as if that provision or part provision had been severed, and User and Chronicle remain bound by the provisions and part provisions remaining after severance.

35. AMENDMENTS

35.1           No provision of this Agreement maybe amended or modified otherwise than by the express written agreement of Chronicle.

36. GOVERNING LAW AND JURISDICTION

36.1           This Agreement is governed by the law in force in Singapore. User irrevocably submits to the jurisdiction of the courts of Singapore with respect to any legal action or proceedings which maybe brought at any time relating in any way to this Agreement.

37. ASSIGNMENT

37.1           User must not assign or transfer any obligation under this Agreement without the written consent of Chronicle.

38. INTERPRETATION

38.1 In this Agreement, unless the context requires otherwise:

i) the singular includes the plural and vice versa;

ii) “include” and derivatives thereof are not words of limitation;

iii) a reference to a person includes that person’s legal personal representatives, successors and assigns;

iv) where time is calculated by reference to a day or event, that day or the day of that event is excluded;

v) a notice or other communication means a notice or communication in writing in the English language, sent to the email address, fax number or postal address of the recipient party; and

vi) reference to a party or Party is to a party to this Agreement.