Version September 2023

These Terms of Use are entered into by and between you and The United States Playing Card Company (“USPC,” “we” and “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use" and “Agreement”), govern your access to and use of the HRO App (“HRO App”) and the marketplace and transaction ecosystem within the HRO App (“Marketplace”), including any content, functionality, and services offered on or through the HRO App, whether such access and use is made through the web application (https://app.hro.gg/) or by downloading the mobile application.

By using the HRO App and accessing the Marketplace, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy (available at https://hro.gg/privacy-policy and incorporated herein by reference). If you do not agree with these Terms of Use or the Privacy Policy, you must not access or use the HRO App or Marketplace.

The HRO App and Marketplace are offered and available to users who are 18 years of age or the age of majority in their jurisdiction of residence, whichever is older. By using the HRO App and accessing the Marketplace, you represent and warrant that you are (i) at least 18 years of age (or the age of majority in your jurisdiction of residence); (ii) otherwise legally competent to enter into this Agreement; (iii) not subject to sanctions or designated on any list of prohibited or restricted parties, including but not limited to lists maintained by the United Nations Security Council, the U.S. Government (including without limitation, the U.S. Dept. of Treasury’s Specially Designated National List or Foreign Sanctions Evaders List or the U.S. Dept. of Commerce’s Entity List), the European Union or its Member States, or other applicable government authority; and (iv) are not located in any country or jurisdiction (a) to which the United States has embargoed goods or has otherwise applied any sanctions or (b) in which the ownership of nonfungible tokens is prohibited. If we identify your IP address or address of residence as originating from any such prohibited or restricted country or if we have reason to believe that you are listed on any government list of prohibited or restricted parties, you will be prohibited from using the HRO App or accessing the Marketplace.

If you are less than 18 years old (or the age of majority in your jurisdiction of residence) or are otherwise not legally competent to enter into this Agreement, you must not access or use the HRO App or Marketplace, regardless of any consent from your parent or guardian.We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your HRO Account (defined below). Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the HRO App or Marketplace.

We may revise and update these Terms of Use from time to time in our sole discretion. If we make material modifications to these Terms of Use, we will attempt to notify you, such as by email or by posting a notice on the HRO App (e.g., in-app notification). Unless we state otherwise, if you continue to use the HRO App or access the Marketplace after such notification, these Terms of Use as modified will apply to you. If you do not agree with any modification to these Terms of Use, your sole and exclusive remedy will be to discontinue use of the HRO App and Marketplace.

As used in these Terms of Use:

To the extent USPC and/or our Suppliers adopt and publish additional terms, rules, or policies for the HRO App, Marketplace, any services offered through the HRO App (“Services”), or any Content (including NFT Media and Virtual Goods), you accept and agree to be bound by such additional terms, rules, and policies, as applicable to your use of the HRO App, Marketplace, Services, or Content, in addition to these Terms of Use.

By creating and registering an account on the HRO App (“HRO Account”), you represent and warrant that all HRO Account information you submit is your own information and is truthful and accurate. You understand and agree that we may immediately suspend or terminate your HRO Account if we have any reason to believe that you have misrepresented or provided false account information to us. It is your responsibility to keep your HRO Account and the information associated with it accurate and current. As the HRO Account holder, you are responsible for safeguarding your HRO Account login credentials (including any username, password, and/or multi-factor authentication), and you should notify us immediately in the event your HRO Account credentials are lost, stolen, or used by another without your permission. You are responsible for all activities on your HRO Account, including those of any other user you allow to access your HRO Account. You shall not (i) sell, transfer or assign your HRO Account to another person; or (ii) use your HRO Account or any HRO Account username or credentials to impersonate another person or disseminate offensive content. Any misconduct by you or any other user to whom you provide access to your HRO Account may result in immediate suspension or termination of your HRO Account in our sole discretion.

By creating and registering an HRO Account, you consent to receiving electronic communications from us that are related to your use of the HRO App or Marketplace. These electronic communications may include emails, in-app notifications, and notifications posted to your HRO Account. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically via email or in-app notifications satisfy any legal requirement that the same be in writing.

Third-party app store providers, including Apple, Inc. and Google LLC together with their affiliates (each, an “App Store Provider”), are third-party beneficiaries to these Terms of Use. Upon your acceptance of these Terms of Use, the applicable App Store Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary hereof.

When accessing the HRO App or Marketplace on a mobile device (Apple iOS or Android), you acknowledge and agree as follows:

If you use the HRO App on a mobile device, or if you send or receive electronic communications to or from us on a mobile device, your wireless carrier may impose data or other charges, and you understand and agree that you will be solely responsible for any and all such charges from your wireless carrier.

You are responsible for complying with all applicable export, sanctions and trade regulations and laws both foreign and domestic. You agree not to export, re-export, or transfer, directly or indirectly, the HRO App or Marketplace, or any U.S. technical data acquired from the HRO App or Marketplace, or any products utilizing such data, in violation of the U.S. export laws or regulations.

We reserve the right to modify or discontinue any or all of the HRO App, Marketplace, or any Content (including NFT Media and Virtual Goods) at any time in our sole discretion, with or without notice. We will not be liable to you or to any other user, if for any reason any or all of the HRO App, Marketplace, or any Content (including NFT Media or Virtual Goods) becomes unavailable at any time or in any location. If you create an HRO Account, we reserve the right to suspend or terminate your HRO Account, if we determine, in our sole discretion and judgment, that you are in violation of these Terms of Use or any applicable law, or that your use of the HRO App or Marketplace may expose USPC, any of our affiliates or our Suppliers to liability of any kind or may adversely affect our brand or reputation or the brand or reputation of our affiliates or Suppliers.

USPC and its Suppliers reserve the right to (i) “burn” (i.e., to obtain and to destroy or otherwise neutralize) any HRO NFT or (ii) disassociate the NFT Media from any HRO NFT created, minted, or acquired using the HRO App or Marketplace that violates these Terms of Use, violates any applicable law or regulation, or that USPC, in its sole discretion, determines to be harmful in any way to USPC, you, or any third party.

Except as expressly provided otherwise in the applicable HRO NFT License Terms, all Virtual Goods and NFT Media (including all associated intellectual property, and proprietary rights) will remain the property of USPC or our Suppliers (as applicable), and you have no ownership or other property right or interest in any NFT Media or Virtual Goods, regardless of how you obtain access to the NFT Media or Virtual Goods.

The HRO App and Marketplace are provided as a service focused on the presentation, trading, and transfer of digital collectibles. USPC and our Suppliers make no representations or warranties that any Virtual Goods offered on the HRO App or Marketplace have any monetary value or that they can be redeemed or exchanged for any type of “real world” money (for example, United States dollars or other government-issued currency).

There is no refund or return for the purchase of any Virtual Goods, unless expressly authorized by USPC or our Suppliers or by an applicable App Store Provider.

If you submit ideas, suggestions, comments, or other feedback concerning the HRO App, Marketplace or Content (including Virtual Goods) (whether solicited or unsolicited) (collectively, “Feedback”) to USPC or its Suppliers, you understand and agree that: (i) USPC and our affiliates and Suppliers, including all successors and assigns, will be free to copy and use your Feedback for any and all commercial and noncommercial purposes (including for marketing, advertising, promotion, and product/service development); (ii) your Feedback submission is voluntary and consensual and is made without any condition or reservation of rights, including any condition of compensation, payment, credit, attribution, secrecy or confidentiality; (iii) your Feedback submission does not give rise to any contractual, fiduciary, or confidential relationship of any kind (whether express or implied) between you and USPC or our Suppliers; and (iv) your Feedback submission may be used and retained indefinitely by USPC, our affiliates and our Suppliers, including all successors and assigns.

You must adhere to the following guidelines when interacting with other HRO App or Marketplace users (including via any text or audio chat functions that may be available on the HRO App or Marketplace):

If you violate the foregoing guidelines, we may immediately suspend or terminate your HRO Account in our sole discretion.

By using any text or audio chat functions that may be available on the HRO App or Marketplace to communicate with other HRO App and Marketplace users, you acknowledge and agree that USPC and our Suppliers reserve the rights (i) to monitor and moderate user communications and remove any communications that USPC or our Suppliers may deem (in our or their sole discretion) to be offensive, inappropriate, or otherwise violative of these Terms of Use and (ii) to record, log, and retain copies of user communications for compliance, product improvement, data research, and archival purposes subject to the terms of our Privacy Policy.

Please exercise utmost discretion and caution if you choose to reveal personal information that identifies you or another person in text or audio communications with other HRO App or Marketplace users. Personal information revealed by you may be used by others in a way that is offensive or harmful to you or another person, or in a way that violates your or another person’s rights. If you choose to reveal personal information to another user, you do so of your own volition and at your own risk, and you acknowledge and agree that USPC, our affiliates, and our Suppliers will not be responsible or liable for other users’ use or misuse of information revealed by you, and you waive any and all claims against USPC, our affiliates, and our Suppliers based upon or by reason of other users’ use or misuse of information revealed by you.

The HRO App may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain Content on the HRO App or Marketplace.

Send e-mails or other communications with certain Content, or links to certain Content, on the HRO App.

Cause limited portions of Content on the HRO App to be displayed or appear to be displayed on your own website or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the Content with which they are displayed. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.

Cause the HRO App or portions thereof to be displayed, or appear to be displayed, by framing, deep linking or in-line linking on any other site.

Link to any part of the HRO App other than the homepage.

Otherwise take any action with respect to the HRO App, Marketplace, or its Content that is inconsistent with any other provision of these Terms of Use or applicable law.

You agree to cooperate with us in effectuating the immediate cessation of any unauthorized framing, deep linking, or in-line linking of the HRO App. We reserve the right to withdraw linking permission and may disable all or any social media features and any links at any time without notice in our sole discretion.

Certain features of the HRO App or Marketplace may provide users with the ability to upload, post, display, transmit, or distribute User Material. By using such features, you acknowledge and agree as follows:

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on the HRO App or Marketplace infringe your copyright, you may request removal of those materials by submitting written notification to our copyright agent designated below. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice must include substantially the following:

Your physical or electronic signature.

Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the HRO App, a representative list of such works.

Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

Adequate information by which we can contact you (including your name, postal address, telephone number, and email address).

A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

A statement that the information in the written notice is accurate.

A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective.

Our designated copyright agent to receive DMCA notices is:

Legal Department

The United States Playing Card Company 300 Gap Way

Erlanger, KY 41018 [email protected]

Please be aware that if you knowingly misrepresent that material or activity on the HRO App is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

The HRO App and Marketplace includes content provided by third parties, including materials provided by our licensor Suppliers. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by USPC, are solely the opinions and the responsibility of the person or entity providing those materials. Third-party materials do not necessarily reflect the opinion of USPC, its affiliates, or Suppliers. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

The HRO App and Marketplace may contain links to third-party websites and applications or you may be directed to a Supplier’s website for completion of a transaction (collectively, “Third-Party Services”). When you connect to a Third-Party Service, we are not obligated to warn you that you have left the HRO App. Such Third-Party Services are not under our, our affiliates, or our Suppliers’ control, and we disclaim all representations, warranties and responsibility for such Third-Party Services. When you leave the HRO App, you will be subject to the agreements and policies, including privacy and data gathering practices, of the applicable Third-Party Service.

Subject to your compliance with these Terms of Use and applicable laws, we grant you a non-exclusive, non-transferable, revocable, conditional, and limited license to access and use the HRO App, Marketplace and Content (including NFT Media and Virtual Goods) for your own lawful personal and noncommercial use only. This license is personal to you, is not transferable or sublicensable to others, and may be revoked and terminated by us at any time and for any reason (including if you violate these Terms of Use or any applicable law). Any unauthorized use, copying, reproduction or distribution of the HRO App, Marketplace or Content (including NFT Media and Virtual Goods) is strictly prohibited and may result in civil or criminal liabilities. We reserve all rights not expressly granted herein or in the applicable NFT License Terms.

Without limiting the foregoing, if you download, unlock, receive, purchase, or otherwise acquire any Content (including any NFT Media or Virtual Goods) from the HRO App or Marketplace, you acknowledge and agree that you are only authorized to retain and use such Content for your own lawful personal and noncommercial use only. Unless expressly permitted by USPC or our affiliates (including, for example, in the applicable NFT License Terms), you must not sell, offer to sell, distribute, transfer, license, transmit, or otherwise disseminate such Content (including any NFT Media or Virtual Goods) or any duplicate or derivative work thereof, to others.

Without limiting the foregoing, and unless expressly permitted by USPC or our affiliates or Suppliers in the applicable NFT License Terms, you and any third-party transferee of the HRO NFT (“NFT Holder”) shall have the right to view and display the NFT Media for lawful personal and noncommercial use only. Unless expressly permitted by USPC or our affiliates in the applicable NFT License Terms, you and any NFT Holder do not have the right to (i) modify the NFT Media in any way; (ii) use the NFT Media to advertise, market, or sell any third party product or service; (iii) use the NFT Media in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the NFT Media in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms of Use or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the NFT Media; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the NFT Media; (vii) create derivative works based on the NFT Media, or (viii) otherwise utilize the NFT Media for your or any third party’s commercial benefit.

The following terms apply to all HRO NFTs acquired through the HRO App or Marketplace, whether via a sale, auction, secondary transfer, or promotion.

The HRO App includes a proprietary software application that will allow access to the Marketplace where you can purchase, custody, trade and transfer an HRO NFT. USPC does not create, sell, custody, trade, or transfer HRO NFTs for you, to you, or on your behalf, and you represent and warrant that you are solely responsible under any applicable law or regulation related to any such act of purchasing, custody, trading, transferring, or otherwise taking any action related to any HRO NFTs generated, offered, sold or obtained through the HRO App or the Marketplace.

In order to participate in the Marketplace, you must have either a Circle Digital Account or a Circle Digital Plus Account that is connected to your account on the Marketplace. A Circle Digital Plus Account is required to initiate payouts, to transfer supported digital assets (e.g., ETH or other cryptocurrency supported by Circle) to or from your Wallet, if your account reaches certain value thresholds, or for other reasons as determined in our Suppliers’ or our sole discretion. You may acquire a Circle Digital Account initially and upgrade to a Circle Digital Plus Account at a later date, or, in certain circumstances, you may acquire a Circle Digital Plus Account initially. In the course of obtaining a Circle Digital Plus Account, or pursuant to a request made by us or our Suppliers, you must provide additional information to allow us or our Suppliers to perform a know-your-customer (“KYC”) check. You authorize us, directly or through third parties, to make inquiries and take any other actions we or they deem reasonably necessary to verify your identity and the information you provide. You acknowledge and agree that such inquiries will result in your KYC information being disclosed to credit reference, fraud prevention, or financial crime prevention agencies or services. You represent and warrant that all KYC information provided under such circumstances shall be true and accurate, and you agree to immediately update such information through your account or by written notice to us if any of it changes. Where we or our Supplier is not entirely satisfied that your identity is verified, or upon determining that any KYC information is false, inaccurate, misleading, or out of date, we reserve the right to immediately terminate or suspend access to your HRO Account, or suspend our performance in whole or in part immediately and without notice to you.

You hereby expressly permit Circle,Kolex, and us acting on Circle’s behalf, access to all documents and records related to your account and your activities, including KYC information, as Circle, in its sole discretion, may deem necessary to satisfy onboarding requirements or otherwise to perform Circle’s services.

You hereby appoint us andKolex as your agents to send and receive information and instructions to and from Circle.You authorize us andKolex to instruct Circle to release the fees and other amounts for which you are liable. If there is insufficient value in your Circle account to fully pay us, you agree to pay the amounts to us by such means as we or our Suppliers reasonably require within five (5) days of when such amounts first become due.

We do not provide Circle accounts, and we do not take possession of any amounts deposited in your Circle account. All rights and privileges with respect to your Circle account are set out in your agreement (or agreements) with Circle. Circle is responsible only for the services provided by Circle and is not responsible for the provision of our products or services.

IF WE OR OUR SUPPLIERS INCUR ANY LOSSES AS A RESULT OF YOUR ACTS OR OMISSIONS, YOU HEREBY EXPRESSLY INSTRUCT US OR EPICS DIGITAL, WITHOUT HAVING TO PROVIDE YOU WITH PRIOR NOTICE OR OBTAIN ADDITIONAL CONSENT, TO REQUEST CIRCLE TO DEBIT THE AMOUNT OF ANY SUCH LOSS FROM THE ASSETS AND BALANCES CONTAINED IN YOUR CIRCLE ACCOUNT.

Circle may freeze or debit your Circle account where required to do so by applicable law, to prevent fraud, to protect security, or where Circle reasonably believes that freezing your Circle account is necessary. You represent that you are not purchasing NFTs for investment purposes, for use as a currency or substitute for currency, nor as a conduit to obtaining other assets and, therefore, such a freeze shall not be the basis of a claim by you for economic or other losses.

HRO NFTs may be purchased on the Marketplace either individually or as part of a bundle (i) in a direct initial sale (“Direct Initial Sale”), (ii) via an auction (“Auction Sale”), or (iii) through a secondary market transaction with another Marketplace user (“Secondary Transfer”). By placing an order in the Marketplace, whether for a Direct Initial Sale at a fixed price or via an Auction Sale as a proposed bid (“Order”), you are submitting a binding offer to purchase an HRO NFT at that price (collectively, “Transaction Price”). Direct Initial Sales and Auction Sales (as distinguished from Secondary Transfers) are made withKolex, andKolex will be the seller of record. Your Marketplace Order is confirmed only when we orKolex provides you with written confirmation that the Order has been accepted and the transaction completed. All sales are final, and no refunds shall be permitted except if required by statutory warranties that cannot be disclaimed, excluded, or otherwise limited by law.

Every transaction on the Marketplace is subject to a transaction fee (“Transaction Fee”) equal to a percentage of the total Transaction Price. By purchasing an HRO NFT, you agree to pay the Transaction Price, including any applicable Transaction Fees, in the same amount and type of fiat or cryptocurrency as is listed at the point of sale for that HRO NFT, and your obligation to pay becomes final and binding the moment you place an Order. You may not substitute any other currency, whether cryptocurrency or fiat, for the type of fiat or cryptocurrency you have agreed to pay at the time your Order is placed. No fluctuation in the value of any currency, whether cryptocurrency or fiat, will impact or excuse your obligation to pay in connection with an HRO NFT Order.

Transactions in the Marketplace are aggregated in batches and stored in one or more escrow wallets maintained by one or more of our Suppliers or their Third-Party Services providers. While the escrow wallets are maintained on the Ethereum blockchain, records of individual transactions within the escrow wallets are recorded on private servers controlled by one of more of our Suppliers or their Third-Party Services providers, and such transactions are not reflected on the Ethereum blockchain.

Any HRO NFT that you obtain via the HRO App or Marketplace, whether by Initial Direct Sale, Auction Sale, or Secondary Transfer, is freely transferable to any third party at your sole discretion and, unless otherwise provided for in the applicable NFT License Terms, you shall have all rights necessary to effectuate such transfers both within and outside of the Marketplace. Any such transfer to a third party shall be at your own risk and expense, and USPC, its affiliates, and Suppliers shall have no liability to you for such transfers.

HRO NFTs obtained and used on the Marketplace will be held in wallets hosted byKolex.Kolex shall have sole responsibility for any issues related to the custody and transfer of HRO NFTs on the Marketplace. USPC has no control over the wallets used on the Marketplace and shall in no event be liable to you or any third party for any claims or damages that may arise as a result of the custody or transfer of any HRO NFT that occurs on the Marketplace.

You will also have the ability to export your HRO NFT from the Marketplace to an acceptable Wallet on the Ethereum blockchain. Acceptable wallets are subject to change at any time in USPC’s sole discretion. By using a Wallet to transfer an HRO NFT off the Marketplace, you represent and warrant that (i) you are the lawful holder or an authorized user of such Wallet; (ii) you are in compliance with all of the terms, rules, and policies of the third-party Wallet operator in connection with your use of such Wallet; and (iii) any such transfer shall be at your own risk and expense. Transactions that take place outside of the Marketplace are managed and confirmed via the Ethereum blockchain and are not managed by USPC nor our Suppliers. Neither USPC nor its Suppliers owns or controls MetaMask, any web browsers, the Ethereum Network, or any other third-party site, product, or service that you may access to engage with the HRO App or the Marketplace, and neither USPC nor its Suppliers is responsible for the operation of any such third-party application, site, product, or service. The operation and security of your Wallet is entirely the responsibility of the applicable third-party Wallet operator (e.g., Metamask). YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT USPC, ITS AFFILIATES AND SUPPLIERS SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY DEFECT, ERROR, MALFUNCTION, FAILURE, OR BREACH OF SECURITY OF YOUR WALLET, NOR FOR ANY CLAIMS, DAMAGES, OR LOSSES (INCLUDING ANY LOSS OF NFT, CRYPTOCURRENCY, OR OTHER DIGITAL ASSETS) THAT MAY ARISE OR THAT YOU MAY INCUR AS A RESULT OF ANY SUCH TRANSFER IN WHICH YOU ENGAGE OUTSIDE OF THE MARKETPLACE.

HRO NFTs transferred outside of the Marketplace may be subject to additional fees, including blockchain transaction fees (“Gas Fees”), and such additional fees or Gas Fees may be substantially higher than the Transaction Fees charged within the Marketplace. Any additional fees or Gas Fees shall be your sole responsibility and are outside the control of USPC and its Suppliers.

You are solely responsible to pay any and all sales, use, value-added, and other taxes, duties, and assessments (except taxes on our or our Suppliers’ net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the HRO App and the Marketplace, including transactions involving HRO NFTs or other goods or services. Except for income taxes levied on us or our Suppliers, you: (a) will pay or reimburse us for all Taxes; and (b) will not be entitled to deduct the amount of any Taxes from payments (including Transaction Fees). You are solely responsible for determining what (if any) Taxes apply to your transactions on the HRO App and Marketplace or related to HRO NFTs and Virtual Goods.

Listed and auction bid prices for items sold through the Marketplace do not include Taxes. Without limiting your obligations with respect to Taxes, our Suppliers reserve the right to collect and remit to the appropriate authorities certain Taxes on your transactions. Terms of payment for any items sold through the Marketplace are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by our Suppliers before acceptance of an Order.

We have no control over, accept no responsibility or liability, and will not act as an intermediary for any transfer or exchange of physical goods, including any physical trading card associated with an HRO NFT, that occurs between you and any third party pursuant to a Secondary Transfer on the Marketplace.

We accept no liability, and specifically disclaim all implied warranties, to complete any transaction that cannot be cleared by our or our Supplier’s payment processor(s), whether because there are not sufficient funds available on your credit card, issues related to identity or localization or otherwise. We and our Suppliers reserve the right to verify and approve any and all transactions made by you when using the Marketplace, including all withdrawal transactions of any amount, to ensure that they comply with these Terms of Use, applicable law, and the terms imposed on us and our Suppliers by Third-Party Services providers. You expressly acknowledge and agree that such verifications may require you to provide us or our Suppliers with additional personal information in order to verify and confirm your identity and to perform verifications aimed to deter fraud and misuse of the HRO App and Marketplace.

We reserve the right to suspend access to any NFT if we determine in our sole discretion that such NFT or your receipt, ownership, use or disposition thereof may be in violation of any applicable law, these Terms of Use, or applicable NFT License Terms. An NFT you acquire (through purchase or otherwise) may become inaccessible or unviewable, and under no circumstances will your inability to access or view an NFT serve as grounds for a claim against USPC or any of our affiliates or Suppliers.

For any HRO NFT made available on the HRO App or Marketplace through an Initial Direct Sale or Auction Sale, USPC and its Suppliers determine, in their sole discretion, the form, quantity, price, composition, and characteristics of such HRO NFT.

HRO NFTs may be offered as a collection, series, set, or group (each, a “Set”). USPC and its Suppliers may, in their sole discretion, reserve any number of HRO NFTs from a given Set. USPC and its Suppliers are under no obligation to make available all HRO NFTs from any given Set. Without limiting the foregoing, however, prior to and in connection with an Initial Direct Sale or Auction Sale, USPC will disclose whether any portion of a Set of HRO NFTs has been so reserved. We may also offer HRO NFTs as part of a Set for which you will neither be informed of the type of HRO NFT nor be shown the associated NFT Media until after your Order has been placed and the transaction has been completed.

HRO NFTs may also be offered through various packs (each, a “Pack”). We and our Suppliers reserve the right to modify the types, prices, and numbers of Packs available at our sole discretion. Depending on the type of Pack offered, it may contain HRO NFTs of varying levels of scarcity. Before you place an Order for a Pack, we will describe the types , but will not reveal the associated NFT Media, for each HRO NFT that is contained in that Pack.

Additionally, we may offer individual HRO NFTs through Initial Direct Sale or via Auction Sale for which you will be provided information on the exact HRO NFT and its associated NFT Media available prior to placing an Order. If you buy an individual HRO NFT from another user in the Marketplace through a Secondary Transfer, you will always be informed of the exact HRO NFT and the associated NFT Media prior to placing an Order. We strongly encourage you not to purchase HRO NFTs outside of the HRO App or the Marketplace. ANY PURCHASE, SALE, OR TRANSFER OF AN HRO NFT THAT YOU MAKE, ACCEPT, OR FACILITATE OUTSIDE OF THE HRO APP OR MARKETPLACE WILL BE ENTIRELY AT YOUR RISK. USPC, ITS AFFILIATES AND ITS SUPPLIERS NEITHER CONTROL NOR ENDORSE PURCHASES, SALES, OR TRANSFERS OF HRO NFTS INITIATED OUTSIDE OF THE MARKETPLACE.

Any HRO NFT may now or in the future be designed with a “perpetual royalty” feature, using Ethereum Network functionality or other functionality unique to the Marketplace, whereby any time the HRO NFT is transferred by you to a third party, or from a third party to another third party, a defined percentage of the Transaction Price paid by the transferee may be automatically sent to USPC or our Suppliers in the form of a designated cryptocurrency (“Royalty Payment”). Any such Royalty Payment made to USPC or our Suppliers is based on the ownership interest in and to the copyright in the NFT Media.

Collectible blockchain-based assets such as the HRO NFTs have no inherent or intrinsic value and their prices can be extremely volatile, unpredictable, and subjective.USPC AND OUR AFFILIATES AND SUPPLIERS MAKE NO REPRESENTIONS OR WARRANTIES THAT ANY HRO NFT (i) HAS ANY MONETARY VALUE OR WILL INCREASE (OR DECREASE) IN VALUE OVER TIME, (ii) WILL MAINTAIN ANY VALUE, OR (iii) CAN BE SOLD, RESOLD, TRADED, LIQUIDATED OR EXCHANGED FOR ANY TYPE OF "REAL WORLD" MONEY OR ASSET (FOR EXAMPLE, UNITED STATES DOLLARS OR OTHER GOVERNMENT-ISSUED CURRENCY). The initial selling price of a HRO NFT listed in the Marketplace is set arbitrarily by USPC and does not represent, warrant, reflect, suggest, or infer any current or future value of that NFT. Neither USPC nor any of our affiliates or Suppliers determines or controls the selling or trading price of any NFT on the secondary market; such price is set and controlled solely by the then-current owner of that HRO NFT. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT IF YOU CHOOSE TO PURCHASE AN HRO NFT, YOU ASSUME ANY AND ALL RISKS OF LOSS OF MONEY AND LOSS OF VALUE ASSOCIATED WITH THAT HRO NFT.

There are risks associated with Internet-based digital assets, which include, but are not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT USPC AND OUR AFFILIATES AND SUPPLIERS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE HRO APP AND MARKETPLACE, HOWEVER CAUSED.

All NFT transactions (purchase, sale, trading, transfer, etc.) are dependent upon the applicable third-party blockchain network (e.g., Ethereum). Smart contracts and third-party blockchain network technologies are still in an early development stage and unproven. Changes and updates to the applicable third-party blockchain network, a hard fork in the applicable third-party blockchain network, or a change in how transactions are confirmed on the applicable third-party blockchain network, may materially adversely affect the HRO App, Marketplace and the potential value or utility of HRO NFTs.

You understand, acknowledge, and agree that hacks, cyber-attacks, distributed denials of service or errors, double-spent attacks, flash-loan attacks, vulnerabilities, defects or flaws in the applicable third-party blockchain network, or other events that are beyond our control may lead to partial or complete theft or loss of NFTs.

The legal and regulatory regime governing blockchain technologies, cryptocurrencies, and NFTs is uncertain and evolving, and new regulations or policies may materially adversely affect the HRO App, the Marketplace, and the potential value or utility of HRO NFTs.

AN NFT IS NOT A CURRENCY, SUBSTITUTE FOR CURRENCY, INVESTMENT, SECURITY, SHARE OF STOCK OR EQUITY INTEREST, DEBT OR LOAN, NOR A DERIVATIVE INSTRUMENT OF ANY OF THE FOREGOING. Nothing in the HRO App or Marketplace or otherwise communicated or provided by USPC or any of our affiliates or Suppliers constitutes a prospectus or offering document or is an offer to sell or solicitation of an offer to purchase an investment, security, share of stock or equity interest.

You must not:

THE HRO APP, MARKETPLACE AND ALL CONTENT (INCLUDING ALL HRO NFTS AND OTHER VIRTUAL GOODS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR AFFILIATES AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE HRO APP, MARKETPLACE, AND ALL CONTENT (INCLUDING NFT MEDIA AND VIRTUAL GOODS), INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE GENERALITY OF THE FOREGOING, WE AND OUR AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT: (i) THE HRO APP, MARKETPLACE, AND ALL CONTENT (INCLUDING NFT MEDIA AND VIRTUAL GOODS) WILL BE ERROR-FREE, ACCURATE OR UP TO DATE, OR WILL BE UNINTERRUPTED, OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (ii) ANY DEFECT OR ERROR ON THE HRO APP, MARKETPLACE, OR IN ANY CONTENT (INCLUDING NFT MEDIA AND VIRTUAL GOODS) WILL BE CORRECTED; OR (iii) THE HRO APP, MARKETPLACE, AND ALL CONTENT (INCLUDING NFT MEDIA AND VIRTUAL GOODS) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL USPC, OUR AFFILIATES, OR OUR SUPPLIERS BE LIABLE TO YOU, WHETHER UNDER A THEORY OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, OR LOSS OF DATA OR INFORMATION OF ANY KIND) ARISING OUT OF OR RELATED TO THE HRO APP, THE MARKETPLACE, OR ANY CONTENT (INCLUDING NFT MEDIA AND VIRTUAL GOODS) OR YOUR USE THEREOF, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF USPC, ANY OF OUR AFFILIATES OR SUPPLIERS, AND ANY PERSON ASSOCIATED WITH ANY OF THEM, TO YOU (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT OF US $25.

WITHOUT LIMITING ANY OF THE FOREGOING, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT USPC, OUR AFFILIATES AND OUR SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES OR CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF (OR YOUR INABILITY TO USE) THE HRO APP OR MARKETPLACE, OR YOUR PURCHASE, RECEIPT, USE, SALE, TRADING, TRANSFER OR OTHER DISPOSITION OF ANY HRO NFT, OR YOUR INABILITY TO PURCHASE, RECEIVE, USE, SELL, TRADE, TRANSFER OR OTHERWISE DISPOSE OF ANY HRO NFT, INCLUDING FROM ANY OF THE FOLLOWING:

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE DISCLAIMERS OR LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE DISCLAIMERS AND LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

You agree to release, defend, indemnify and hold harmless (to the fullest extent permitted by applicable law) USPC and our affiliates and Suppliers, including our and their successors and assigns, from any and all claims, actions, causes of action, liabilities, damages, losses, investigations, judgements, fines, penalties, settlements, interest, costs and expenses (including, without limitation, attorneys’ fees and expenses related to bodily injury and emotional distress) arising out of or related to: (i) your use or misuse of the HRO App, Marketplace, HRO NFTs or any Content (including any NFT Media or Virtual Goods); (ii) your violation of these Terms of Use, any applicable NFT License Terms, or any applicable law; (iii) your User Material; or (iv) your violation of any third party’s rights.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH SECTION STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

All matters relating to the HRO App, Marketplace and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).The United Nations Convention on Contracts for the International Sale of Goods, if applicable, shall not apply to these Terms of Use.

We make no claims that the HRO App, Marketplace or any of its Content is accessible or appropriate outside of the United States. Access to the HRO App and Marketplace may not be legal by certain persons or in certain countries. If you access the HRO App and Marketplace from outside the United States, you do so on your own initiative and risk, and you are responsible for complying with any and all applicable local laws and regulations.

YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND USPC AND OUR AFFILIATES AND SUPPLIERS, INCLUDING OUR AND THEIR SUCCESSORS AND ASSIGNS, ARISING FROM OR RELATING IN ANY WAY TO THE HRO APP, MARKETPLACE AND CONTENT (INCLUDING ANY NFT MEDIA OR VIRTUAL GOODS) WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section. (The AAA Rules are available at adr.org or by calling the AAA at +1-800-778-7879.) The United States Federal Arbitration Act will govern the interpretation and enforcement of this Section. The arbitration will be held in Erlanger, Kentucky or Cincinnati, Ohio. If the dispute has a claimed value of not more than US $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than 15 years’ experience as a practicing member of the bar in the substantive practice area related to the dispute. If the dispute has a claimed value of more than $250,000, or if USPC elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel. Each party will select one member and the third member (who will be chair of the panel) will be selected by the two party appointed members or by the AAA. The arbitrator or panel will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator or panel will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator or panel will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

You agree to an arbitration on an individual basis. In any dispute, YOU WILL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER PERSONS OR ENTITIES IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's or entity’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

The foregoing provisions of this Section will not apply to any legal action taken by USPC to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to its intellectual property rights, its products, or its services. You agree that such claims may be brought in the state or federal courts located in New York County, in New York State and you waive any objection to jurisdiction and venue in such courts.

ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE HRO APP, MARKETPLACE OR ANY CONTENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES; OTHERWISE, SUCH CLAIM IS PERMANENTLY BARRED.

These Terms of Use, together with any applicable NFT License Terms, our Privacy Policy, and all other applicable terms, rules, and policies, constitute the entire agreement between you and USPC concerning the use of the HRO App Marketplace, and Content (including NFT Media and Virtual Goods). If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, all of which shall remain in full force and effect. No waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any provision of these Terms of Use that by its nature survives the termination of these Terms of Use shall survive such termination.

All notices of copyright infringement claims should be sent to the copyright agent designated above in the section entitled “Copyright Infringement Policy” in the manner and by the means set out therein.

All other feedback, comments, requests for technical support, and other communications relating to the HRO App or Marketplace should be directed to:

[email protected]

Or

The United States Playing Card Company

Attn: Hro Support

300 Gap Way

Erlanger, Kentucky 41018

If you are a user located in the European Economic Area (“EU User(s)”) or in the United Kingdom (“UK User(s)”) (collectively, “European User(s)”), the Terms of Use shall apply to you with the exception of the following deviations and supplementary terms. If there is any inconsistency or conflict between the Terms of Use and these supplementary provisions (“Supplementary Terms”), the Supplementary Terms shall prevail.

The Terms of Use are entered into by and between you and The United States Playing Card Company, a company registered in Delaware in the United States whose principal place of business is 300 Gap Way, Erlanger, KY 41018, United States. You can contact us on the Hro platform: https://shop.hro.gg/pages/contact.

The preamble at the start of the Terms of Use does not apply to European Users and shall be replaced as follows:

The Section “Changes to the Terms of Use” does not apply to European Users and shall be replaced as follows:

“If you are a European User, we may reasonably revise and update these Terms of Use from time to time, in particular to address: (i) changes in the law; (ii) changes to the nature, features and/or functionality of the HRO App or to reflect new technologies; (iii) security issues; and/or (iv) changes in circumstances beyond our reasonable control. If we make changes, we will provide you with at least thirty (30) days’ advance notice of the changes. You have a right to object to the change within a timeframe of at least thirty (30) days that we set out in the change notice. If you object, the change will not become effective. If you do not object, the change will be deemed to have taken place. We will inform you about your objection right, as well the aforementioned consequence of a lack of objection, in the change notice.”

The Section “Consent to Electronic Communications” does not apply to European Users and shall be replaced as follows:

“We may send electronic communications to you in accordance with applicable laws and your personal data will be used in accordance with our Privacy Policy available here: https://app.hro.gg/privacy-policy.”

The words “in our sole discretion” in the last sentence of the Section “Account Registration” shall be deleted for European Users.

The following shall be added after the last sentence of the Section “Account Registration” for EU Users only:

“Before exercising any of our termination or suspension rights described herein, we will give you a warning notice specifying the alleged breach and granting you fourteen (14) days or a period of time appropriate to the circumstances from receipt of such notice within which you can cure such breach. We are entitled to exercise our rights without a warning notice if the breach cannot, by its nature, be reasonably cured or if we cannot be reasonably expected to wait out a remedy period in the given circumstances. Both parties’ statutory rights to terminate for cause shall remain unaffected.”

The Section “Reservation of Rights” does not apply to European Users and shall be replaced as follows:

“We may modify or discontinue any or all of the HRO App or any Content (including Virtual Goods) for a valid reason, e.g. for security reasons. In that case, any affected User will be informed of the changes. If you register an account on the HRO App, we reserve the right to suspend or terminate your account, if we determine (in our sole judgment) that you are in violation of these Terms of Use or any applicable law, or that your use of the HRO App may expose USPC or any of our affiliates or Suppliers to liability of any kind or may adversely affect the brands or reputation of us or our Suppliers.”

The following shall be added to the last sentence of the Section “Virtual Goods” for European Users:

“You acknowledge and agree that by purchasing a Virtual Good on the HRO App you are requesting that the Virtual Good is provided to you immediately, you will receive the benefit of the Virtual Good immediately, and that in doing so you will waive your right under consumer protection legislation to cancel or withdraw from the contract for the Virtual Good. Your statutory warranty rights in relation to Virtual Goods shall remain unaffected.”

The last sentence of the Section “User Interactions” shall be replaced for EU Users only as follows:

“If you violate the foregoing guidelines, we may immediately suspend or terminate your account, provided that – before exercising this right - we will give you a warning notice specifying the alleged breach and granting you fourteen (14) days or a period of time appropriate to the circumstances from receipt of such notice within which you can cure such breach. We are entitled to exercise our rights without a warning notice if the breach cannot, by its nature, be reasonably cured or if we cannot be reasonably expected to wait out a remedy period under the given circumstances. Both parties’ statutory rights to terminate for cause shall remain unaffected.”

In deviation from the Section “Use of In-App Chat Functions and Social Media Features” for EU Users only:

“USPC and our Suppliers reserve the rights (i) to monitor and moderate user communications and remove any communications that are offensive, inappropriate, or otherwise violative of these Terms of Use and (ii) to record, log, and retain copies of user communications – to the extent permissible under applicable laws - for product improvement, data research, and archival purposes.

We may disable all or any social media features and any links at any time without notice.”

The first two sentences of the Section “Copyright Infringement Policy” shall apply to all European Users. The remaining paragraphs shall be replaced with the following:

The words “and may be revoked and terminated by us at any time and for any reason” shall be deleted for EU Users only from the Section “Intellectual Property” and shall be replaced with the following:

If you are an EU User residing in France, any licenses granted to you under the Terms of Use are for the applicable legal protection of the intellectual property rights and the licenses are granted to us for the duration of our agreement with you.

The following shall be added to the last sentence of the Section “Assumption of Risks” for European Users:

If you are an EU User residing in Spain, paragraph 2 of the Section “Assumption of Risks” will not apply to you and instead the following shall apply:

“There are risks associated with Internet-based digital assets, which include, but are not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. We and our affiliates and suppliers will not be responsible or liable to you for any communication failures, disruptions, errors, distortions or delays you may experience when using the HRO App due to reasons not attributable to us, unforeseeable circumstances or force majeure.”

The first two paragraphs of the Section “No warranties; Limitation of Liability” pursuant to which HRO limits its liability under the Terms of Use shall not apply to European Users and the following terms apply instead:

“Nothing in these Terms of Use excludes or limits our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; and (iii) any matter in respect of which it would be unlawful for us to exclude or restrict our liability. Subject to this, if we fail to comply with these Terms of Use, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms of Use or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that you accessed the HRO App. Notwithstanding this, and except as set out above, our total liability to you for any loss or damage arising out of or in connection with these Terms of Use, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £ 100 / € 100.

Nothing in these Terms of Use affects your statutory rights, including if you are an EU User residing in France, your right to compensation for any damage suffered in the event of our breach of any of our obligations under these Terms of Use. You agree not to use the HRO App, or any content on the HRO App, for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.”

If you are an EU User residing in France, the following paragraphs shall be added to the last sentence of the Section “Liability”:

“In accordance with article L 224-25-5 of the French Consumer Code, the following legal conformity warranty will apply to the digital services:

“The consumer is entitled to the implementation of the legal guarantee of conformity in the event of the appearance of a lack of conformity during the period of the supply of digital content or the digital services which are offered by the professional from the supply of the digital content or the digital service. During this period, the consumer is only required to establish the existence of the lack of conformity and not the date of its appearance.The legal guarantee of conformity entails the obligation to provide all the updates necessary to maintain the conformity of the digital content or the digital service during the period of the supply of digital content or the digital services.The legal guarantee of conformity gives the consumer the right to bring the digital content or digital service into conformity of the digital service without unjustified delay following his request, at no cost and without major inconvenience for him.The consumer can obtain a price reduction by keeping the digital content or the digital service, or he can terminate the contract by obtaining a full refund against renunciation of the digital content or the digital service, if:1° The professional refuses to bring the digital content or digital service into compliance;2° The bringing into conformity of the digital content or the digital service is unjustifiably delayed;3° The bringing into conformity of the digital content or the digital service cannot take place without costs imposed on the consumer;4° Bringing the digital content or digital service into conformity causes a major inconvenience for the consumer;5° The non-compliance of the digital content or digital service persists despite the unsuccessful attempt by the professional to bring it into compliance.The consumer is also entitled to a reduction in price or to rescission of the contract when the lack of conformity is so serious that it justifies the reduction in price or rescission of the contract being immediate. The consumer is then not required to request that the digital content or digital service be brought into conformity beforehand.In cases where the lack of conformity is minor, the consumer is only entitled to the cancellation of the contract if the contract does not provide for the payment of a price.Any period of unavailability of the digital content or the digital service with a view to bringing it back into conformity suspends the guarantee which remained to run until the supply of the digital content or the digital service again in conformity.These rights result from the application of Articles L. 224-25-1 to L. 224-25-31 of the Consumer Code .The professional who in bad faith obstructs the implementation of the legal guarantee of conformity incurs a civil fine of a maximum amount of 300,000 euros, which may be increased up to 10% of the average annual turnover (Article L. 242-18-1 of the Consumer Code ).The consumer also benefits from the legal guarantee against hidden defects in application of the articles 1641 to 1649 of the Civil Code , for a period of two years from the discovery of the defect. This guarantee gives the right to a price reduction if the digital content or digital service is retained, or to a full refund against waiver of the digital content or digital service.”

Notwithstanding the Section “Governing Law and International Use”, if you are a European User, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms of Use, including the “Governing Law and International Use”, affects your rights as a European User consumer to rely on such mandatory provisions of local law.

The following paragraph of the Section “Governing Law and International Use” does not apply to European Users:

“We make no claims that the HRO App or any of its Content is accessible or appropriate outside of the United States. Access to the HRO App may not be legal by certain persons or in certain countries. If you access the HRO App from outside the United States, you do so on your own initiative and risk and you are responsible for complying with any and all applicable local laws and regulations”.

The Section “Dispute Resolution and Binding Arbitration” does not apply to European Users and shall be replaced as follows:

“Nothing in these Terms of Use affects your rights as a European User consumer to: (i) bring proceedings against us in the courts of the place where you habitually reside or legally competent courts, and/or (ii) have proceedings brought against yourself in the courts of the place in which you habitually reside or the legally competent courts. For the avoidance of doubt, provisions relating to binding arbitration do not apply to European Users. If you are an EU User residing in Franceyou also have the right to request a mediator to solve a dispute under the Terms of Use. Please contact us at [email protected] for details of the mediators that we have appointed.”

The following paragraph of the Section “Miscellaneous” does not apply to European Users: