Terms of Service - Listia.com Auctions for Free Stuff

Terms of Service

The listia.com web site, apps, features, and all site-related services (collectively, the "Service") comprise an online information service provided by Listia Inc. ("Listia", "Company", "us", "we", "our"), subject to your compliance with the terms and conditions set forth below. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW ("Terms of Use", "Terms" or "Terms of Service"). IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICE. Listia MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SERVICE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SERVICE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

In addition, please read the entirety of the offering circular that Props have filed with the Securities and Exchange commission on March 3, 2020, which you may access via a link here (the "Props Offering Circular"), as well as on the Securities and Exchange Commission's EDGAR website. By accepting these Terms of Use, you are also confirming that you have received and have had an opportunity to review the Props Offering Circular. The offer and sale of Props Tokens is made pursuant to a qualified offering statement, which you may access via a link here. Please contact us at to request a copy. By accepting these terms, you hereby consent to the delivery of information (including, without limitation, any information required to be delivered to you pursuant to applicable securities laws) regarding Listia, the Service, Props (as defined below), or our network via the Company's websites, the App, or other electronic delivery.

  • 1. Copyright, Licenses and Idea Submissions.
    The entire contents of the Service are protected by international copyright and trademark laws. The owner of the copyrights and trademarks are Listia, its affiliates or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SERVICE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Service solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. You agree to grant to Listia a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, read, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public or private areas of the Service (such as listings, comments, messages, feedback, bulletin boards, forums and newsgroups) or by e-mail to Listia by all means and in any media now known or hereafter developed. You also grant to Listia the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against Listia for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Listia.

    TRADEMARKS.

    Publications, products, content or services referenced herein or on the Service are the exclusive trademarks or servicemarks of Listia. Other product and company names mentioned in the Service may be the trademarks of their respective owners.
  • 2. Use of the Service.
    By joining the Service, you become a member of a marketplace and community for listing and exchanging free items. The Service includes a component of virtual tokens (credits, Ink, XNK, points, store credit), referred to in this Agreement as "Credits", each of which constitutes a limited license permission to use features of the Service as set forth below. Each member lists auctions or listings for items he or she is willing to give away for free. Upon signup, you may receive a certain number of free Credits for bidding in the marketplace (limit one set of free Credits per user). For each item that you give away, you can earn a certain number of Credits based on the outcome of the auction or listing. With your Credits, you can bid on auctions or win listings in the marketplace from other members, who will either arrange for a local pickup or ship them to you at either your expense or theirs.

    "Account" means the entirety of your contractual rights and obligations under this Agreement associated with a particular Account name you have selected for accessing the Service.

    Use of the Service or Props (as defined below) for any purpose that is unlawful or prohibited by the Terms of Use is prohibited.

    When other members win auctions or listings that you listed, their Credits are automatically transferred to your Account or held in "pending" status by Listia until items are delivered.

    You agree not to post content or listings in an inappropriate category or areas of the Service.

    You agree not to violate any laws, third party rights or our policies.

    You agree to deliver items won from you, unless the winner fails to meet the terms in your listing or you cannot authenticate the buyer's identity.

    You agree not to manipulate the price or interfere with any listings.

    You agree not to post false, inaccurate, misleading, defamatory, or libelous content (including personal information).

    You agree not to promote your referral links or the Service using SPAM or deceptive tactics.

    You agree not to solicit offline transactions or exchange any items directly for cash.

    You agree not to distribute or post SPAM, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes.

    You agree not to collect information about users, including email addresses, names, listings, etc. without their consent.

    At present, Service membership is free, but we may institute a charge at some point in the future to defray the cost of providing this valuable service. If we do add any fees, you will be given plenty of notice and have the opportunity to accept or decline the charges.

    If you choose to use paid aspects of the Service, you agree to the posted pricing and billing policies on the web site, apps or through the Service.

    You understand that, except for information, products or services clearly identified as being supplied by Listia, Listia does not operate, control or endorse any information, products or services on the Internet in any way. Except for Listia-identified information, products or services, all information, products and services offered through the Service or on the Internet generally are offered by third parties, that are not affiliated with Listia. You also understand that Listia cannot and does not guarantee or warrant that files available for downloading through the Service will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Service for the reconstruction of any lost data.

    YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE AND THE INTERNET. Listia PROVIDES THE SERVICE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, INCLUDING PROPS, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND Listia SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. Listia DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

    YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. Listia HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

    LIMITATION OF LIABILITY
    IN NO EVENT WILL Listia BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF Listia OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, Listia LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

    Listia makes no representations whatsoever about any other web site or app which you may access through this one or which may link to this Service. When you access a non-Listia web site or app, please understand that it is independent from Listia, and that Listia has no control over the content on that web site or app. In addition, a link to a Listia web site or app does not mean that Listia endorses or accepts any responsibility for the content, or the use, of such web site or app.
  • 3. Membership Eligibility
    This Service may be used only by persons 18 years of age or older. Listia makes no representations whatsoever regarding the suitability of any items exchanged through this Service.

    One Account per Person, Maximum of Four Accounts per Address or Household
    No individual is permitted to have more than one single Account at any time. No more than one Account is permitted per computer. No more than four Accounts are permitted per address or household.

    Registration in Own Name
    Accounts may be registered only by the individual seeking membership. Registration of Accounts in a name other than the registrant's, fictitious or real is expressly prohibited. Such use constitutes fraud and may give rise to criminal prosecution and substantial damages. Listia prosecutes fraud to the fullest extent of the law.

    Transferability
    Your Account is not transferable outside of legitimate transactions on Listia.
  • 4. Exchanged Material
    By using this Service, you agree to participate in the free exchange of personal property.

    Listing or Posting
    By listing or posting items to give away, you aver that you have the unrestricted right to transfer ownership of the items. The posting or listing of items without the intention of giving them away is expressly prohibited and may constitute wire or mail fraud in violation of U.S. and state law.

    Intellectual property
    You agree that all items posted and shipped are legal and do not infringe any intellectual property rights, including but not limited to copyrights, trademarks, and patents.

    Sexually explicit, pornographic, or obscene material
    You agree not to post or ship any items of a sexually explicit, pornographic, or obscene nature.

    Items in violation of law
    You further agree that you will not post or ship any items in violation of the laws or regulations of any state, city, county, parish, township, municipality, federal agency, or other governmental entity.

    No Service Review
    You understand that Listia cannot review items posted to the Service. You agree to assume full responsibility for any items posted to your Account and bid on by you. You agree to indemnify and hold Listia harmless for any violations of law or regulation that arise in connection with the posting to your Account of items resulting in civil or criminal liability.

    Ownership Transfer
    By giving away or shipping an item, you are transferring all ownership rights that you may have in such item and forever waive any claims thereto. Items given away through this service become the sole property of the recipient with no obligation to re-list the item.
  • 5. Shipping and Pickups
    You agree to respond to all valid requests to ship or pickup items from ended listings in a timely manner. Failure to promptly arrange for shipping or pickup of items may result in a forfeiture of Credits. You agree to work out shipping expenses with the auction winner outside of the Service. Listia is not responsible for any lost shipping expenses and cannot refund or help recover shipping expenses for any reason, including lost or stolen items, damaged items or non-shipment.

    Lost or Damaged Items
    Listia is not responsible for any item that is shipped by a member and is lost or damaged in the shipping process. Items lost or damaged in transit are the sole responsibility of the shipping member. In the event that there is a dispute between members regarding the shipment or condition of an item, Listia will attempt to mediate the dispute and may, in its sole discretion, grant or deduct Credits to members who have shipping or condition problems. Listia's mediation is final and binding to all involved parties.

    Members making inappropriate reports of damaged or lost items may be subject to Credit forfeiture and/or Account suspension, in the sole discretion of the Service.
  • 6. Credit Accounts And Licensing
    Listia may charge fees to acquire or use Credits from time to time, and these fees may change at any time. Credits are purchased or distributed at Listia's discretion and are not redeemable for monetary value from Listia.

    When you receive a Credit, Listia hereby grants you a limited license ("Credit License") to use the Credit as a virtual token to be held, bartered, traded and/or transferred on the Service with other users (and/or Listia), in exchange for permission to access and use content, applications, services, and various user-listed items, in accordance with these Terms of Service. The Credit License is transferable by the holder to any other user, provided that both users comply with these Terms of Service and maintain their Accounts in good standing. Except as expressly permitted by this Agreement or otherwise expressly permitted by Listia, the Credit License may not be sublicensed, encumbered, conveyed or made subject to any right of survivorship or other disposition by operation of law or otherwise, and you agree that any attempted disposition in violation of these Terms of Service is null and void. Listia may revoke the Credit License at any time without notice, refund or compensation in the event that: (i) the Credit program is suspended or terminated; (ii) Listia determines that the Account holder has committed fraud or other illegal conduct; (iii) Listia imposes an expiration date on usage of Credits in compliance with applicable laws and regulations; (iv) the holder's Account is terminated for violation of these Terms of Service; or (v) the holder ceases to maintain an active Account or terminates this Agreement.

    You acknowledge that Credits are not real or virtual currency or any type of financial instrument and are not redeemable for any sum of money from Listia at any time. You agree that Listia has the right to manage, regulate, control, and/or modify the license rights underlying such Credits as it sees fit and that Listia will have no liability to you based on its exercise of this right. Listia makes no guarantee as to the nature, quality or value of the features of the Service that will be accessible through the use of Credits, or the availability or supply of Credits. Listia may modify, revalue, or make the Credits and Services more or less common, valuable, effective, or functional.

    When you win a listing, your winning bid amount in Credits will be subtracted from your Account. When another user wins your listing, you get the winning bid amount in Credits added to your Account, less any stated transaction fees. Credits may also be purchased for a fee from Listia. Credits may be held by Listia in a pending state or in escrow while both parties confirm that the items in the listing have been delivered and received.

    You acknowledge that except as set forth in this Agreement, purchases of Credits or other goods, content and features of the Service are final, non-refundable, have no monetary value (i.e. are not a cash account or equivalent) and are purchases of only a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to use, even if they come with a durational term (e.g. a monthly subscription). Notwithstanding any agreement by Listia to provide a discretionary pro-rata refund or credit in certain circumstances, you have no property, proprietary, intellectual property, ownership, economic, or monetary interest in your Account, Credits, content or subscriptions, which remain the exclusive property of Listia.

    Dormant Accounts
    An Account may be deemed "dormant" when no items have been listed or bids placed within any 1 year period. Dormant Accounts may be closed and any accumulated Credits forfeited without compensation to the Account holder.
  • 7. PROPS.
    7.1. Access. In order to receive any benefits on the Service from holding cryptographic tokens issued by Listia ("Props"), you must (a) complete the Approval Process described in 7.4 below, (b) link a digital wallet (such as MyEtherWallet, Metamask, or Mobile Wallet) (a "Wallet") to your Account by following the instructions we provide to you in the Service and (c) associate a certain Props balance (such balance may change from time to time) with the Wallet that you linked to your Account. Props may be associated with the Wallet that you linked to your Account either (i) upon receiving Props into that Wallet from an external source such that the Props were transferred to your Wallet by third parties or (ii) upon earning Props by taking certain actions as described below under "Earning Props" such that we send Props to the Wallet you associated with your Account. If You connect a Wallet with your Account, you provide Listia with the public address of your Wallet and authorize us to use that public address in connection with our provision of the Service, including to read the balance of Props therein, display the balance of Props in such Wallet to you through the Service or display to other users of the Service that you hold Props, and to send all Props you earn in connection with the Service to that Wallet. Listia will send Props you may receive as rewards under these Terms only to this Wallet. You acknowledge that any balance of Props displayed does not refer to any credit balance of real currency, Credits, virtual currency, or its equivalent. By linking a Wallet to your Account, You represent and warrant that you are the exclusive owner and controller of such Wallet and the contents of the Wallet, including all Props associated with that Wallet and all Props that we send to that Wallet, and have all necessary permissions to authorize us to access such Wallet as contemplated by us, the Service, and these Terms. You cannot sell, purchase, exchange, or grant Props through the Service. Further, by agreeing to the Terms, You agree to not transfer your Account to anyone else.

    7.2. Rewarding Activities. We may reward certain activities that you may perform while using the Service, which may include without limitation: (1) selling an item successfully with positive feedback, (2) buying an item and giving the seller a feedback rating, (3) earning badges, which generally includes engaging with the Service in defined and meaningful ways, (4) completing goals that are set and determined by Listia, and (5) certain one-time events, such as competitions and bonuses. The specific amount of any rewards to you after performing any of these activities will be determined in Listia's sole discretion. In addition, Listia may in its sole discretion adjust the circumstances and types of activities that are rewarded in the app. The specific amount of rewards is determined by a formula that Listia may modify at any time in its sole discretion. You understand and agree that the amount of any rewards depends, in part, on the volume, audience, and nature of items listed, bought, and sold by other users on the same calendar period and, thus, the same activities may not have the same rewards on different calendar periods. Further, you agree that you are not entitled to earn or receive any rewards of any kind in connection with your activity on the Service or your listings and content or use of the Service in any of the following circumstances: (a) you are not at least 18 years of age or older (b) if one or more third parties claim rights to certain elements of your content or listings; (c) if the ability to receive rewards is disabled on your Account by either you or Listia; or (d) Your Listia Account is suspended, banned, erased, or terminated. The Company will use reasonable efforts to notify you if any of these circumstances should occur.

    7.3. Pending Props. If you perform an activity that we determine to reward, the performance of this activity alone does not entitle you to receive Props. If you perform one of these actions, we may indicate that you are provisionally entitled to receive Props by associating "Pending Props" with your Listia Account. Pending Props are not Props or other cryptocurrencies and are only accounting mechanisms used by Listia to signify who is provisionally entitled to receive Props Tokens because they have completed certain in-app activities. Pending Props are not transferrable, and you may not transfer any Pending Props associated with Your Listia Account. If we determine, in our sole discretion, that you have violated these Terms, in our sole discretion, we may cause you to forfeit all of the Pending Props associated with your Listia Account.

    7.4. Receiving Props. In order to receive Props, You must comply with these Terms. Pending Props may only become Props when (i) you have verified your identity with us through a KYC verification process and gone through an AML check, each as described below, (ii) you have supplied all tax forms requested by us and completed any other documentation requested by us in our sole discretion, (iii) you have linked a Wallet to your Listia Account by following the instructions we provide to you, (iv) we have completed all fraud checks or other checks we deem necessary to confirm that rewards are validly issued pursuant to these Terms, and (v) Listia determines, in its sole discretion, that you are eligible to receive Props (collectively, (i) through (v) are the " Approval Process"). In connection with the operation of the Service, Listia collects information from users that Listia deems necessary to collect in order to complete know-your-client (KYC) verification and anti-money laundering (AML) checks. We may require that you provide all information that we, in our sole discretion, deem necessary in order to allow us to complete these checks. In addition, we may require that you have a minimum number of Pending Props, which number Listia can adjust from time to time, before you can complete these required KYC and AML verifications. As a result, You must have a minimum level of Pending Props to any Props in connection with your use of the Service.

    7.5. If You fail to provide all information and documentation requested by us in connection with the Approval Process within 120 days following the date that we associated a Pending Prop with your user account, or if Listia determines, in its sole discretion, that you are not eligible to receive Props, we may cancel the Pending Props, and you will not be entitled to receive any Props in connection with any such Pending Props.

    7.6. Transfer of Props. If Listia determines you are eligible to receive Props, we may reward Your activities with Props in an amount equal to the number of Pending Props for which all of the above-described steps have completed. In order to complete a reward of Props, Listia will initiate a transaction on the Ethereum blockchain that will cause the requisite number of Props to be associated with your Wallet. In order to minimize costs associated with effecting transactions on the Ethereum blockchain, Listia may effect these transactions on a weekly, monthly, or less frequent, basis and any issuance to you will occur only in connection with the next-occurring issuance or, if the award cannot be made at the next-occurring issuance in a commercially reasonable manner, then the award will be effected as soon as reasonably practicable. Upon the initiation of this transaction, the corresponding Pending Props will be cancelled in your Account.

    7.7. Props Functionality / Props Benefits. Props may provide users with premium functionality within the Service. These functionalities may include, without limitation: (1) Level Status: the more Props a user has, the higher their status level display associated with that user within the service is; and (2) Bonuses and discounts: users on Listia who have a certain balance of Props may receive discounts and bonuses for activities such as purchasing Credits, completing offers for Credits, or reduced transaction fees for selling items in the marketplace. These benefits may vary based on the level of Props holdings that a user has. For example, users with more Props will be afforded higher "Level Status" within the app and may receive higher discounts and bonuses.. For purposes of making the calculation of how many Props you have, Listia may count Pending Props together with Props for these benefits. As a result, for example, in order to determine your "Level Status" in the app, we count both Props and Pending Props.

    7.8. We may in our sole discretion modify these functions for your Props. For example, we may adjust how "Level Status" is displayed, the varying levels of statuses, what benefits are afforded to these statuses, when discounts and bonuses are given to users, and the specific amount of the discounts and bonuses afforded to any users. We may add to or remove these basic functionalities for Props in the app in the future. For purposes of all functionalities in the future, we may in our sole discretion determine to count or not count Pending Props together with Props when making the calculation of how many Props You have. Pending Props will not necessarily always entitle you to the same functionality that Props entitle you to in the app.

    7.9. Notwithstanding anything in these Terms to the contrary, if You violate these Terms, we reserve the right in our sole discretion to remove you from the Service and deny Y=you the benefits of these functions in their entirety. As a result, if you violate these Terms, you may not ever enjoy the benefits we afford to other users who hold Props and have Pending Props associated with their user account. In addition, if Listia discontinues or ceases providing the Service, or substantially reduces the functionality of the Service, for any reason, then you may not be able to continue enjoying the benefits associated with Props.

    7.10. Listia may terminate your eligibility to receive rewards in connection with your activity or your listings and content or the Service for any reason without prior notice to you. If You decide to terminate your Listia Account or participation in this rewards program, Listia may NOT be able to complete any pending rewards to you, and for the avoidance of doubt, you will have no right to receive any rewards and your Pending Props may be cancelled. Additionally, Listia may suspend or terminate your Listia Account, or otherwise terminate Your participation in the rewards program or in connection with the Service, immediately and without notice if Listia determines or suspects, in its sole discretion, that you have violated the Terms or any other agreement between you and, on the other hand, Listia or any of its affiliates. Upon termination of your Listia Account or your participation in the rewards program, all other rights and duties of the parties toward each other shall cease.

    7.11. No Employment. You are engaging Listia for the use of the Service and ability to potentially receive Props. You are not an employee of Listia or any affiliated entity. In the event that any court or agency determines that you performed services for Listia or any affiliated entity, you agree that it is the express intention of Listia and you that your participation through the Service is as an independent contractor to Listia. Nothing in these Terms shall in any way be construed to constitute you acting as an agent, employee or representative of Listia. You acknowledge and agree that you are obligated to report as income all compensation received in connection with your use of the Service. You agree to and acknowledge the obligation to pay all self-employment and other taxes on such income. You further acknowledge and agree that you are not required to create litsings, make or share content, nor do you have any schedule or requirements related thereto except as provided herein.

    7.12. No Advice. Listia is not providing any advice relating to the Props or the advisability of using the Service for the purpose of receiving any Props, and you agree that you have received and have had an opportunity to review the Props Offering Circular and all the information, including risk factors, described therein. You agree that you are using the Service without being furnished any offering literature other than the Props Offering Circular, and that you are making your decision to participate and use the Service, including for purposes of obtaining Props, solely in reliance upon the information contained in the Props Offering Circular and upon any investigation made by you, but not on any recommendation to participate or use the Service by Listia or any of its affiliates.

    7.13. Rights. You agree and understand that the receipt of Props (i) does not provide you with rights of any form with respect to Listia or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights, (ii) is not a loan to Listia, (iii) does not create any binding obligation enforceable against Listia with respect to Props following their delivery, and (iv) does not provide you with any ownership or other interest in Listia or its platform or the Service.

    7.14. Sufficient Knowledge. By linking a Wallet to your Listia Account, You agree and represent that you have sufficient knowledge, understanding, and experience, in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, including Listia's network and platform, to understand the terms of these Terms and the Props Offering Circular, and such knowledge, understanding, and experience enables you to evaluate the merits and risks of using the Service for purposes of obtaining Props.

    7.15. Participation for Own Account. By linking a Wallet to your Listia Account, You agree and represent that you are using the Service for and receiving any Props in connection with the Service solely for the your own account, and not with a view toward or in connection with distribution, subdivision or fractionalization thereof. You agree not to engage in underwriting or other distribution activity. You have no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any Props, or which would guarantee you any profit, or insure against any loss with respect to Props, and you have no plans to enter into any such agreement or arrangement.

    7.16. Location. By linking a Wallet to your Listia Account, You represent and warrant that you: (a) (1) are not located or domiciled; (2) do not have a place of business; and (3) are not conducting business (any of which would make you a "Resident") in a jurisdiction in which access to or use of the Service or Props is prohibited by applicable law, decree, regulation, treaty, or administrative act, (2) a Resident of, or located in, a jurisdiction that is subject to U.S. or other sovereign country sanctions or embargoes, or (3) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State's Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately cease using the Service and Props and Listia may refuse to deliver Props to you.

    7.17. Protections. You understand acknowledge and agree that the distribution of Props contemplated in these Terms and the Props Offering Circular is not fully registered with the Securities Exchange Commission because it is being made in reliance on Regulation A under the Securities Act, which exempts the Company from certain reporting and other requirements related to the Company, Props and their sale, and that the Company is not registered or licensed with any federal or state regulator as an investment adviser, broker-dealer, money services business, money transmitter, or virtual currency business, or under the Investment Advisers Act of 1940, as amended (the "Advisers Act") or the Investment Company Act of 1940 ("1940 Act"). As a result, You will not be afforded the full set of protections provided to the clients and customers of such entities under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Advisers Act or the 1940 Act, or any money services business, money transmitter, or virtual currency laws.

    7.18. Compliance with Law. It is the intent of the Company and its affiliates to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities. By linking a Wallet to Your Listia Account, You represent, covenant, and agree that, to the best of Your knowledge based on reasonable investigation:

    7.18.1. When requested by the Company, you will provide any and all additional information to the Company, and you understand and agree that the Company or any of its affiliates may release confidential information about you and, if applicable, any underlying beneficial owner or related person to U.S. regulators and law enforcement authorities, deemed by the Company reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The Company reserves the right to request any information as is necessary to verify your identity and the source of any payment to the Company. In the event of delay or failure by You to produce any information required for verification purposes, participation in Service for Props by you may be refused.

    7.18.2. Neither you nor any person for whom you are acting as agent or nominee in connection with use of the Service is: (a) a Prohibited Participant (as defined below); (b) senior foreign political figure, (c) any member of a senior foreign political figure's "immediate family," which includes the figure's parents, siblings, spouse, children and in-laws, or any close associate of a senior foreign political figure, (d) or a person or entity resident in, or organized or chartered under, the laws of a non-cooperative jurisdiction; (e) or a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 of the Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 as warranting special measures due to money laundering concerns. "Prohibited Participant" shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to Listia in connection therewith.

    7.18.3. You agree to immediately notify the Company if you know, or have reason to suspect, that any of the representations or warranties in this Section 7 have become incorrect or if there is any change in the information affecting these representations and warranties.

    7.19. Tax. You agree that upon the Company's request, you must provide the Company with appropriate tax forms or other applicable Internal Revenue Service forms and any additional documentation required by the Company as may be requested from time to time by the Company in order to comply with applicable law, in order to continue to receive Props. Further, you agree that, as an independent contractor, you shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to any Props paid to you under these Terms.

    7.20. Use of Props. By linking a Wallet to your Listia Account, you agree that you are responsible for using Props in accordance with applicable law, including with respect to making your own determination as to whether any transfer of Props by you is in compliance with state and foreign securities laws, as applicable.
  • 8. Indemnification.
    You agree to indemnify, defend and hold harmless Listia, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.
  • 9. Third Party Rights.
    The provisions of paragraphs 2 (Use of the Service), and 8 (Indemnification) are for the benefit of Listia and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
  • 10.Term; Termination.
    This Agreement may be terminated by either party without notice at any time for any reason. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 2 (Use of the Service),8 (Indemnification), 9 (Third Party Rights) and 11 (Miscellaneous) shall survive any termination of this Agreement.
  • 11. Miscellaneous.
    This Agreement shall all be governed and construed in accordance with the laws of United States of America applicable to agreements made and to be performed in United States of America. You agree that any legal action or proceeding between Listia and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in United States of America . Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Listia's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Listia may assign its rights and duties under this Agreement to any party at any time without notice to you.

    Any rights not expressly granted herein are reserved.
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