TINDER NFT DIGITAL COLLECTIBLE TERMS

By obtaining a unique, non-fungible token (such non-fungible token, an "NFT"), either by redemption on the POAP.xyz app ("POAP.xyz") operated by POAP.xyz following application on the tindernft.splashthat.com,  you agree to these NFT Digital Collectible Terms by and between you and Match Group, LLC ("Tinder") (collectively, these "Terms").

Tinder may update these Terms (1) to reflect changes in the usage of the NFT, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm.  Tinder reserves the right to materially revise, change or otherwise alter these terms, with or without advance notice.  The current, binding terms will be located at: https://policies.tinder.com/POAP.

PLEASE NOTE THAT THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 9 BELOW (THE "AGREEMENT TO ARBITRATE"), REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE OR CONSOLIDATED BASIS TO RESOLVE ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND TINDER (AND, IF APPLICABLE, TINDER'S LICENSORS AND AFFILIATES), RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OF ANY KIND.  

1. The NFT is a unit of data, which may be part of a series of such data units, created by or on behalf of Tinder, that resides on the Ethereum blockchain and may be associated with one or more works of authorship owned or controlled by Tinder ("Digital Content") such that, if you own the NFT, you receive a license to such Digital Content through the NFT pursuant to these Terms (each NFT combined with the license to the Digital Content associated with such NFT shall be collectively referred to as the "Digital Collectible"). The NFT is separate from the Digital Content; only ownership of the NFT is transferred to you and, by owning the NFT, you receive this license to the Digital Content. The NFT identifies the Digital Content, but the Digital Content is neither stored nor embedded in the NFT.
   
   

2. Conditioned on your compliance with these Terms, Tinder hereby grants to you, to the extent of its rights in the Digital Content, the worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable right to access, view, and/or display the Digital Content associated with the NFT as part of the Digital Collectible, solely for your own personal, non-commercial use for as long as you own the NFT. Except as expressly set forth herein, all rights in the Digital Content are expressly reserved by Tinder.
   
   

3. The Digital Collectible may incorporate intellectual property, including images, logos, symbols, copyrighted materials, trade names, trademarks or service marks, Digital Content and Persona, of Tinder or its licensors or affiliates (the "IP"). Your ownership of the NFT does not convey any ownership of the IP.  Your use of the IP is subject to the rights granted above and any additional restrictions imposed by the IP owner(s), and you may not use the IP in connection with any business, product, or service, or in any manner that may imply endorsement of any business, message, product, or service, or that is likely to cause confusion or dilute, blur, or tarnish the IP. All use of the IP, including any goodwill generated by such use, shall inure to the benefit of Tinder, and its affiliates and/or its and their licensors, as applicable.
   
   

4. The Digital Collectible is made available from the United States and is not intended by Tinder and its affiliates to be subject to any non-U.S. jurisdiction or law. The Digital Collectible may not be appropriate or available for use in some non-U.S. jurisdictions. Any use, sale or transfer of the Digital Collectible is at your own risk and you must comply with all applicable laws, rules and regulations, including the laws of the United States relating to money laundering, the financing of terrorism, and economic sanctions (such as those administered by the Office of Foreign Assets Control), in connection with any such activities.
   
   

5. THE DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. YOU ACKNOWLEDGE AND AGREE THAT TINDER DOES NOT INTEND FOR THE DIGITAL COLLECTIBLE TO HAVE ANY MONETARY VALUE AND THE DIGITAL COLLECTIBLE MAY, AND LIKELY WILL, HAVE NO SUCH VALUE. TINDER WILL NOT UNDERTAKE ANY EFFORTS TO CREATE, SUPPORT OR OTHERWISE MAINTAIN THE MONETARY VALUE, IF ANY, OF THE DIGITAL COLLECTIBLE.  TINDER ALSO DOES NOT INTEND TO FACILITATE OR SUPPORT A MARKET FOR THE SALE OR TRANSFER OF THE DIGITAL COLLECTIBLE.  THE DIGITAL COLLECTIBLE IS NOT BEING OFFERED AS AND IS NOT INTENDED TO BE A "SECURITY," AS DEFINED UNDER THE U.S. FEDERAL SECURITIES LAWS, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.  
   
   

6. The limited license set forth in Section 2 applies only while you own the NFT. You may sell, assign, or otherwise transfer the NFT to a third party, provided that you alone shall bear all liability, costs, and responsibilities pertaining to such sale, assignment, or transfer. 
   
   

7. TINDER PROVIDES THE NFT, AND GRANTS THE RIGHTS DESCRIBED HEREIN TO THE DIGITAL CONTENT ASSOCIATED WITH SUCH NFT, TO YOU, ON AN "AS IS" BASIS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT (A) THE DIGITAL CONTENT ASSOCIATED WITH THE NFT YOU HAVE RECEIVED IS NOT NECESSARILY RARE, UNIQUE OR EXCLUSIVE AND MAY AND LIKELY WILL HAVE NO MONETARY VALUE, (B) THERE MAY BE IDENTICAL COPIES OF THE DIGITAL CONTENT ASSOCIATED WITH THE NFT THAT YOU HAVE RECEIVED, (C) TINDER MAKES NO CLAIMS WITH RESPECT TO IDENTITY, LEGITIMACY, OR AUTHENTICITY OF THE DIGITAL CONTENT, DIGITAL COLLECTIBLE OR NFT THAT YOU HAVE RECEIVED, (D) YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF THE NFT YOU RECEIVE OR OF ANY LINKED OR ASSOCIATED DIGITAL CONTENT OR THE DIGITAL COLLECTIBLE, (E) YOU MIGHT NOT BE ABLE TO ACCESS THE NFT OR THE DIGITAL CONTENT, AND (E) IN NO EVENT WILL YOU HAVE RECOURSE AGAINST TINDER OR ITS AFFILIATES, OR ITS AND THEIR LICENSORS FOR ANY CLAIMS OR LOSSES WITH RESPECT TO THE NFT YOU HAVE RECEIVED OR ANY DIGITAL CONTENT ASSOCIATED WITH SUCH NFT. 
   
   

8. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TINDER (ITS EMPLOYEES) OR ITS AFFILIATES, OR ITS AND THEIR LICENSORS, BE LIABLE FOR ANY (I) LOSS OF, OR INABILITY FOR YOU TO ACCESS, THE DIGITAL CONTENT OR DIGITAL COLLECTIBLE FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY DOWNTIME, FAILURE, OBSOLESCENCE, REMOVAL, TERMINATION, FAILURE TO IMPLEMENT ANY TECHNICAL OR OTHER CONTINGENCIES, OR OTHER DISRUPTION RELATING TO THE STORAGE OF OR ACCESS TO ANY DIGITAL CONTENT OR DIGITAL COLLECTIBLE OR (II) INDIRECT, INCIDENTAL, CONSEQUENTIAL EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, FIXED, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES OR NON-DIRECT DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCURRED BY OR UNDER OR IN CONNECTION WITH THESE TERMS, THE DIGITAL CONTENT OR THE NFT. THE MAXIMUM AGGREGATE LIABILITY OF TINDER, ITS AFFILIATES AND ITS AND THEIR LICENSORS FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE TEN U.S. DOLLARS ($10).
   
   

9. ARBITRATION AGREEMENT. Any dispute, claim, or controversy arising out of or relating to this promotion or giveaway, or these Terms or the breach, termination, enforcement, interpretation, formation, or validity thereof, including the determination of the scope or applicability of this Agreement to Arbitrate or whether the claims asserted are arbitrable, shall be determined by arbitration in Dallas, Texas before one arbitrator.  The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  This Agreement to Arbitrate shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 
   
   

YOU AND TINDER AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  

If any portion of this Agreement to Arbitrate is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed from this agreement, and severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Agreement to Arbitrate or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to the Agreement to Arbitrate.

This Agreement to Arbitrate shall not override, change, modify, or otherwise impact any other arbitration or dispute resolution agreement entered into between you and Tinder.

Nothing in these Terms (including this Agreement to Arbitrate) shall override, change, modify, or otherwise impact any other agreement (including any arbitration or dispute resolution agreement) entered into between you and Tinder.

To the fullest extent allowable by law, the laws of Texas, U.S.A., without regard to its conflict of laws rules, shall apply to any dispute arising out of or relating to these Terms. Notwithstanding the foregoing, the interpretation and enforcement of the Agreement to Arbitrate in this section shall be governed by the Federal Arbitration Act.

1. These Terms do not, and shall not be construed to, create any partnership, joint venture, or agency between you and Tinder. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The failure of Tinder to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You shall not assign, transfer or otherwise dispose of these Terms (including any of your rights or obligations under these Terms) except in the case of a transfer of the NFT, and any other purported assignment, transfer, or other disposition shall be null and void. These Terms constitute the entire agreement between you and Tinder with respect to the NFT and the Digital Collectible and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Tinder relating to the NFT, the Digital Content, or the Digital Collectible. Without limiting the foregoing and for the avoidance of doubt, in the event of a conflict between these Terms and the Terms of any third party, these Terms control.
   
   

2. You agree that, in addition to Tinder, any of Tinder's affiliates and licensors, as applicable, associated with the Digital Content will have the right to enforce these Terms and any of its rights hereunder against you.

Effective Date: 03/30/22