AI Experience Terms of Use

These AI Experience Terms of Use ("AI Terms of Use") are supplemental to the metaplex.com Terms of Use available at https://www.metaplex.com/terms-of-use ("General Terms"). They govern your use of the Metaplex Nori AI Co-Pilot interactive experiences, as well as any other Artificial Intelligence ("AI") powered generative or blockchain interaction experiences that Metaplex Global Ltd. ("Metaplex Global") may offer, along with any associated apps, software, and websites (together, our "AI Services"). The AI Services may include AI-powered agentic features that assist users in preparing or initiating actions, but Metaplex Global does not act as your legal, financial, investment, tax, or fiduciary agent.

Eligibility and Use Requirements

By accessing or using the AI Services, you agree to be bound by these AI Terms of Use and the General Terms. If you do not agree, you must not use the AI Services. If there is any conflict between the AI Terms of Use and the General Terms, the conflicting provision in the AI Terms of Use will control.

Your use of the AI Services is also subject to our Privacy Policy, which describes our collection, use and disclosure of information relating to your use of our services.

Metaplex Global will have the right in its sole discretion to allow use of the AI Services, however Metaplex Global so determines.

Changes to the Services or AI Terms of Use

We may revise or update these AI Terms of Use from time to time (for example, to address new features, legal requirements, or to prevent misuse). If we make material changes, we will post the updated AI Terms of Use with a new "Last Updated" date. We will also provide you with notice the next time you connect your Wallet to sign into your Account. By continuing to use the AI Services after updated AI Terms of Use are posted, you agree to the revised AI Terms of Use. If you do not agree to the changes, you must stop using the AI Services. We encourage you to review these AI Terms of Use periodically.

We reserve the right to modify, update, suspend, or discontinue the AI Services (in whole or in part) at any time, with or without prior notice. As the AI Services evolve, we may add or remove functionalities or features, or we may release new versions of the software. We may also impose limits on certain features or restrict access to parts or all of the AI Services. We will not be liable if for any reason all or any part of the AI Services is unavailable or modified at any time.

Account Creation and Access

You must be at least 18 years old or the minimum age required to consent to use the AI Services in your location, whichever is higher. To access certain features of the AI Services, you will need to connect a third-party supported electronic wallet (e.g., Phantom) ("Wallet"). By connecting your Wallet, you create your user account for the AI Services ("Your Account"). Your Account will correspond to your linked wallet address, and we do not issue separate usernames or passwords.

Please review our Privacy Policy for the terms and conditions which govern your access to and control of Your Account. You may not share your Account with anyone else. You are responsible for all activity occurring under your Account.

Your Wallet is provided by a third party, and we do not have custody or control over the contents of your Wallet or the transactions it authorizes. You are solely responsible for maintaining the security of your Wallet's private keys and credentials. Any on-chain action (such as creating or transferring a digital asset) is executed directly on the blockchain network and not by us. We cannot undo or modify any transaction because we do not control the underlying smart contracts or blockchain protocols. Accordingly, any loss or damage arising from Wallet issues or blockchain network failures is your responsibility, and you should ensure you understand the risks of using such third-party services.

Using the AI Services

The AI Services allow you to interact and converse with an online computer-powered chatbot and in certain circumstances: (i) generate content; or (ii) initiate certain actions onchain using the Metaplex Protocol and the Solana blockchain network ("Solana") or other supported blockchain networks. By using the AI Services you are affirming that you have read the AI Terms of Use, understand them, and abide by them.

By using the AI Services, you may be able to take actions utilizing publicly accessible blockchain technology and smart contracts ("Onchain Actions"). Such Onchain Actions may include: creating, transferring, and selling digital assets; updating the metadata for digital assets; and retrieving information stored on a blockchain network. Your use of the AI Service to take any Onchain Actions must abide by applicable laws and regulations. For the avoidance of doubt, the AI Services do not independently initiate, execute, approve, or complete any Onchain Actions on your behalf. The AI Services may provide information, suggestions, instructions, or other outputs to assist you, but any Onchain Action must be initiated and authorised by you through the relevant blockchain interface, wallet, smart contract, or other applicable mechanism. You remain solely responsible for reviewing, approving, and executing any transaction or interaction with blockchain technology, including verifying transaction details before submission.

Your use of AI Services to take Onchain Actions is solely at your own risk; services and outputs are provided "as is" and "as available", and to the fullest extent permissible, without warranties of any kind -- we expressly disclaim all warranties.

For the avoidance of doubt, in providing the AI Services, we do not: (i) custody any digital assets; (ii) transfer or exchange any digital assets; or (iii) endorse any specific digital assets or tokens.

YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE AI SERVICES, AND THE POSTING OR OTHER USE OF THE MATERIALS (DESCRIBED BELOW) AS CONTEMPLATED BY THESE AI TERMS OF USE, DOES NOT AND WILL NOT VIOLATE ANY U.S. SECURITIES LAW OR REGULATION OR ANY OTHER APPLICABLE SECURITIES LAW OR REGULATION. WE DO NOT ASSUME ANY LIABILITY THAT MAY ARISE BASED ON ANY SUCH VIOLATIONS.

Without limiting the foregoing, you agree not to create any digital assets which would be deemed unlawful securities or derivatives and acknowledge that the AI Services may not be used for creating or otherwise facilitating transactions of digital assets that may be deemed an unlawful security or a derivative.

You agree to use the AI Services only for lawful purposes and in compliance with these AI Terms of Use, and all applicable laws and regulations. Without limiting the Acceptable Use Policy, you agree that you will not access or use, or help another person to access or use, our AI Services in the following ways:

In any manner that violates any applicable law or regulation, including without limitation any laws about exporting data or software to and from your location or other countries.
To develop any products or services that compete with our AI Services, including to develop or train any artificial intelligence or machine learning algorithms or models or resell the AI Services.
To decompile, reverse engineer, disassemble, or otherwise reduce our AI Services to human-readable form, except when these restrictions are prohibited by applicable law.
To crawl, scrape, or otherwise harvest data or information from our AI Services other than as permitted under these AI Terms of Use.
To use our AI Services to obtain unauthorized access to any system or information, or to deceive any person.
To infringe, misappropriate, or violate intellectual property or other legal rights (including the rights of publicity or privacy).
To engage in any activity that we reasonably believe exposes us - or any users, affiliates, or any other third party, to any liability, damages, or detriment of any type, including reputational harms.

You also must not abuse, harm, interfere with, or disrupt our AI Services, including, for example, introducing viruses or malware, spamming or DDoSing Services, or bypassing any of our systems or protective measures.

We reserve the right to monitor usage, investigate any suspected violation of these AI Terms of Use, and to take appropriate action, including suspension or termination of access, against any user who engages in prohibited activities. If you are unsure whether your intended use of the AI Services is allowed, you should cease such use or seek clarification from us.

Inputs, Outputs, Actions, and Materials

You may be allowed to interact with our AI Services in a variety of formats (referred to as "Inputs"). Our AI Services may generate responses based on your Inputs (referred to as "Outputs"), or enable the AI Services to take actions on your behalf, such as software manipulation, data processing, and system interactions (we call these "Actions"). Inputs and Outputs collectively are "Materials."

You are responsible for all Inputs you submit to our AI Services and all Actions, including Onchain Actions. By submitting Inputs to our AI Services, you represent and warrant that you have all rights, licenses, and permissions that are necessary for us to process the Inputs under our AI Terms of Use and to provide the AI Services to you, including for example, to integrate with third-party services, to share Materials with others at your direction, and to take Actions.

As between you and us, and to the extent permitted by applicable law, you retain any right, title, and interest that you have in the Inputs you submit. Subject to your compliance with our AI Terms of Use, we assign to you all of our right, title, and interest—if any—in Outputs.

Reliance on Outputs and Actions

When you use our AI Services, you acknowledge and agree:

Outputs may not always be accurate and may contain material inaccuracies even if they appear accurate because of their level of detail or specificity.
Actions may not be error free or operate as you intended.
You are solely responsible for evaluating and directing the AI Services, and for any actions taken on your behalf. You should independently verify any Outputs or Actions before relying on them, especially for important or irreversible tasks. All Actions initiated via your Account are deemed authorized by you.
The AI Services and any Outputs may not reflect correct, current, or complete information. We are not responsible for content generated by the AI Services or decisions they make based on your Inputs.
Outputs may contain content that is inconsistent with our views.
The AI Services are a novel and evolving technology; by using the AI Services, you understand you are participating in an innovative experience that may involve unpredictability and unreliability.
We may use Materials to provide, maintain, and improve the AI Services and to develop other products and services.

Not Professional Advice; No Fiduciary Duty

You acknowledge and agree that we are not acting as your broker, dealer, investment adviser (discretionary or non-discretionary), or fiduciary, and no communication or information provided by the AI Services is intended as or should be construed as investment, legal, or other professional advice of any kind. Any Materials or Actions generated by or through the AI Services, whether in whole or in part by an AI system, are provided solely for general informational purposes. Reliance on any Outputs is entirely at your own risk. Always consult a qualified professional where required.

To the fullest extent permitted by law, the Metaplex Global owes no fiduciary duties or similar obligations to you beyond those expressly stated in these AI Terms of Use and the General Terms. Any duties that may exist in law or equity are hereby disclaimed and waived. You remain solely responsible for your decisions and for obtaining independent professional advice regarding your use of the AI Services.

Regulatory Compliance

You acknowledge and understand that, as at the date of this version of the AI Terms of Use, Metaplex Global is not registered as a virtual assets service provider under the British Virgin Islands Virtual Assets Service Providers Act, 2022, or under any equivalent legislation or any other financial regulatory regime.

The AI Services do not involve custody of virtual assets, the operation of a virtual assets exchange, money or digital assets transmission or transfer, or any other regulated virtual assets activity. We provide a software service only, and no aspect of the AI Services constitutes issuing, offering, or providing financial services in respect of virtual assets, securities, derivatives, or other regulated financial instruments. You must not use the AI Services to create tokens or engage in activities that would violate securities laws or require registration or licensing. Any such use is strictly prohibited, and you will be solely responsible for compliance with all applicable laws.

Metaplex Global does not endorse or supervise any specific transactions or tokens that the AI Services might interact with; if you direct the AI Services to interact with any token or financial product, you are fully responsible for compliance with applicable virtual assets, securities, commodities, tax, and other laws. If it is determined that your use of the AI Services is in violation of any financial regulations or these AI Terms of Use, we may immediately suspend your access and report such activity to relevant authorities if required by law.

Fees and Payment

You may be required to pay fees when using our AI Services to perform certain Actions, including Onchain Actions. Such fees will be displayed via your Wallet and collected by the applicable onchain program at the time you approve such Onchain Actions.

If you fail to pay any fees due, we reserve the right to suspend or terminate your access to any paid features of the AI Services, provided that we will give you notice and an opportunity to cure any non-payment if required by law.

The processing of payments will be subject to the terms and policies of the payment processor, in addition to these AI Terms of Use. We disclaim liability for any errors or security breaches by such payment processors, but we will reasonably assist in rectifying any payment issues within our control.

Onchain Actions, including payment of transaction, network or other onchain fees can be irreversible, and, accordingly, digital assets lost due to fraudulent or accidental transactions may not be recoverable. Please proceed carefully with any such transactions as you make them at your own risk.

Use of the AI Services to conduct Onchain Actions may also incur fees charged by the relevant blockchain network (such as gas fees or transaction fees). These fees are determined by the network and are outside of our control. When you initiate an Onchain Action, you are solely responsible for paying any such network fees, which may be automatically deducted via your connected wallet at the time of the transaction.

Any fees paid to blockchain networks or third-party providers as part of using the AI Services are non-refundable, as the underlying transactions are irreversible once confirmed on the blockchain. Please review each transaction carefully before approval. We are not responsible for any excessive or unexpected network fees; these result from network conditions and your transaction parameters.

Third-party Services and Links

Our AI Services may use or be used in connection with third-party content ("Third-Party Content"), services, or integrations. We do not control or accept responsibility for any loss or damage that may arise from your use of any Third-Party Content, services, and integrations, for which we make no representations or warranties. Your use of any Third-Party Content, services, and integrations is at your own risk and subject to any terms, conditions, or policies (including privacy policies) applicable to such third-party content, services, and integrations.

Integration or availability of any Third-Party Service through our platform does not imply endorsement or guarantee by us. We provide these integrations for your convenience, "as is."

Any information, statements, or content accessible through Third-Party Services (including any Outputs that incorporate such third-party content) belong to the respective third parties. We make no representations or warranties regarding the accuracy or appropriateness of third-party content.

Content Moderation

We do not control and do not have any obligation to monitor Materials or the use of the AI Services by users. Third-Party Content is the responsibility of the person or entity that provides it to our AI Services. We are under no obligation to host or serve Third-Party Content. Third-Party Content may appear in Inputs or Outputs and become part of Materials. If you see any Third-Party Content you believe does not comply with these AI Terms of Use, including by violating applicable law or regulations, you can report it to us.

If we become aware that any Third-Party Content (1) infringes another's copyright or any other intellectual property or related or neighboring right, (2) is in breach of these AI Terms of Use, or (3) may cause harm to us, our users, or third parties, we reserve the right to remove or take down some or all of such Third-Party Content using, where appropriate, algorithmic and/or human review.

Written reports concerning copyright infringement must include:

The signature of the person authorized to act on behalf of the copyright owner.
A description of the copyright work you allege has been infringed.
A description of where the material you alleged is infringing is located on the platform.
Your address, phone number, email.
Statement by you that you have good faith belief that the disputed use is not authorized by the owner.
Statement by you under penalty of perjury, that the above information is correct and that you are authorized to act on behalf of the copyright owner.

Ownership of the AI Services

The AI Services are owned, operated, and provided by us and our affiliates, licensors, distributors, and service providers (collectively "Providers"). We and our Providers retain all of our respective rights, title, and interest, including intellectual property rights, in and to the AI Services.

Subject to your compliance with these AI Terms of Use, Metaplex Global grants you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license to access and use the AI Services for your internal purposes. This license is provided solely for you to utilize and enjoy the benefit of the AI Services as permitted herein. You shall not use the AI Services in any manner or for any purpose other than as expressly permitted by these AI Terms of Use.

Other than the rights of access and use expressly granted in these AI Terms of Use, we do not grant you any right, title, or interest in or to our AI Services. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices on the AI Services or any content obtained via the AI Services.

Disclaimer of Warranties, Limitations of Liability, and Indemnity

YOUR USE OF THE AI SERVICES, MATERIALS, AND ACTIONS IS SOLELY AT YOUR OWN RISK. THE AI SERVICES, OUTPUTS, AND ACTIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE AND OUR PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, NON-INFRINGEMENT, AND ANY WARRANTY IMPLIED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL WE, OUR PROVIDERS, OR OUR OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE "METAPLEX PARTIES"), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE AI SERVICES, THE MATERIALS, THE ACTIONS, OR THESE AI TERMS OF USE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ANY METAPLEX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF THE DAMAGES ARE FORESEEABLE.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE METAPLEX PARTIES' TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THE AI SERVICES, THE MATERIALS, THE ACTIONS, OR THESE AI TERMS OF USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED $100. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE AI TERMS OF USE, AND WE WOULD NOT OFFER THE AI SERVICES TO YOU UNDER THESE AI TERMS OF USE WITHOUT THESE LIMITATIONS.

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE METAPLEX PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE AI TERMS OF USE; YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE AI SERVICES, THE MATERIALS, OR THE ACTIONS; ANY PRODUCTS OR SERVICES THAT YOU DEVELOP, OFFER, OR OTHERWISE MAKE AVAILABLE USING OR OTHERWISE IN CONNECTION WITH THE AI SERVICES; YOUR VIOLATION OF APPLICABLE LAW OR ANY THIRD-PARTY RIGHT; AND ANY ACTUAL OR ALLEGED FRAUD, INTENTIONAL MISCONDUCT, OR CRIMINAL ACTS COMMITTED BY YOU OR YOUR EMPLOYEES OR AGENTS. WE RESERVE THE RIGHT TO ENGAGE SEPARATE COUNSEL AND PARTICIPATE IN OR ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU HEREUNDER, IN WHICH CASE YOU AGREE TO COOPERATE WITH US AND SUCH SEPARATE COUNSEL AS WE REASONABLY REQUEST.

THE LAWS OF SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE AI TERMS OF USE MAY NOT APPLY TO YOU.

OUR PROVIDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION.

Dispute Resolution and Arbitration

These AI Terms of Use require you to arbitrate certain disputes and claims with Metaplex Global and limit the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial. You and Metaplex Global agree that any dispute arising out of or related to these AI Terms of Use or our AI Services is personal to you and Metaplex Global and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

For any dispute or claim that you may have against Metaplex Global, you agree to first contact Metaplex Global and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to Metaplex Global by email at [email protected]. Metaplex Global will similarly contact you in the event that we have any dispute or claim against you.

The Notice must include your name, email address, your Account information, and telephone number, describe the nature and basis of the claim and set forth the specific relief sought. Our notice to you will be similar in form to that described above.

If you and Metaplex Global cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by binding arbitration administered by the London Court of International Arbitration (LCIA). The arbitration shall be conducted in accordance with the LCIA Rules in effect at the time of the dispute, which are deemed incorporated by reference into this clause. All disputes submitted to the LCIA will be resolved through confidential, binding arbitration seated in the British Virgin Islands before one arbitrator.

The arbitration may be conducted in person, by video conference, or by telephone, and the parties agree that, unless otherwise agreed, all hearings and procedural conferences may be held remotely.

The arbitrator shall have exclusive authority to resolve any dispute regarding the arbitrability, scope, or validity of this arbitration agreement, and any award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek interim injunctive relief or other equitable remedies from a British Virgin Islands court as necessary to protect its rights or assets pending the outcome of arbitration.

You acknowledge and agree that you have read and understand the LCIA Rules or waive your opportunity to read the LCIA Rules and waive any claim that the LCIA Rules are unfair or should not apply for any reason.

The arbitrator, Metaplex Global, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented in relation to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. You and Metaplex Global agree that for any arbitration you initiate, you will pay the filing fee and you and Metaplex Global will evenly split the remaining LCIA fees and costs. Each party will otherwise be responsible for their own costs with respect to dispute resolution.

Any claim or cause of action arising out of or related to these AI Terms of Use or the AI Services must be filed within one (1) year after the claim accrues. To the extent a longer period would be provided by applicable law, the parties agree to shorten the applicable limitation period to one year, to the maximum extent permitted by law. Claims not brought within this time are permanently barred.

YOU AND METAPLEX GLOBAL AGREE TO RESOLVE DISPUTES ONLY ON AN INDIVIDUAL BASIS, AND THAT EACH MAY 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. Further, unless both you and Metaplex Global agree otherwise, the arbitrator may not consolidate or join more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

You may opt out of this arbitration agreement by sending written notice of your intention to opt out to Metaplex Global at its contact email ([email protected]) within 30 days of first agreeing to these AI Terms of Use. If you do so, or if any part of this arbitration agreement is found unenforceable, you agree that the courts of the British Virgin Islands will have exclusive jurisdiction over any claims (with jury trial waived).

If any portion of the arbitration agreement in these AI Terms of Use is found to be unenforceable or unlawful for any reason, that portion will be severed from this Arbitration Agreement, and the remainder will continue in effect. In particular, to the extent that any such severance means that claims must proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the final outcome of any individual claims in arbitration.

Governing Law

The interpretation and enforcement of these AI Terms of Use, and any dispute related to these AI Terms of Use or the AI Services, will be governed by and construed and enforced in accordance with the laws of the British Virgin Islands, as applicable, without regard to conflict of law rules or principles. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these AI Terms of Use, the courts located in the British Virgin Islands will have exclusive jurisdiction. You waive any objection to venue in such courts.

Changes to the AI Services and Software

Our services are novel and will change. We reserve the right to modify, suspend, or discontinue the AI Services or your access to them - in whole or in part without any notice to you at any time. We may offer updates to our software without advance notice to you. Our software may include open source software. In the event of a conflict of applicable terms, such other terms will control as to that portion of the software and to the extent of the conflict.

Termination

You may stop accessing the AI Services at any time. You may also terminate these AI Terms of Use at any time by closing your Account (if an Account was created) and ceasing all use of the AI Services.

We may suspend your access to the AI Services (or certain features of the AI Services) at any time with or without notice if we believe that (a) you have breached these AI Terms of Use, our Privacy Policy or any applicable law; (b) you pose a security risk or potential liability to Metaplex Global or any third party; (c) you are using the AI Services in a manner that could cause harm or disruption to the AI Services or others; or (d) we are required to do so by law or by a governmental order. Additionally, we may terminate your access if you have not accessed your Account or used the AI Services for an extended period, or if we discontinue the AI Services entirely.

Upon any termination of these AI Terms of Use: (a) your rights to access and use the AI Services will immediately cease, and any licenses granted to you under these AI Terms of Use shall terminate; (b) you must promptly cease all use of the AI Services, and delete any locally installed software or APIs related to the AI Services; and (c) Sections of these AI Terms of Use which by their nature should survive termination (including but not limited to payment obligations that have accrued, disclaimers, indemnities, limitations of liability, dispute resolution, and governing law provisions) shall continue in effect. If your Account is terminated or suspended by us due to a violation, you will not be entitled to any compensation or remedy for the disruption or loss of access, and you may not create a new account to circumvent the termination or suspension without our express permission.

Export Controls and Sanctions

You represent and warrant that: (i) you are not located in, organized in, or a resident of a country or territory that is the target of comprehensive economic sanctions, including (for example) Cuba, Iran, North Korea, Syria, or any region under embargo; and (ii) you are not identified on any sanctions or export control list maintained by the United States Government (e.g., the OFAC Specially Designated Nationals list), the United Kingdom (e.g., HM Treasury's sanctions list), the European Union, the United Nations, or other applicable government authority.

You agree not to export, re-export, or provide access to the AI Services to any such country or person in violation of any applicable export control or sanctions law. If we determine that you are in violation of this section, we may terminate your access to the AI Services immediately.

Miscellaneous

A. Entire Agreement

These AI Terms of Use (together with the Privacy Policy, and any additional terms or guidelines incorporated by reference) constitute the entire agreement between you and Metaplex Global regarding the AI Services, and supersede all prior and contemporaneous understandings or agreements, whether written or oral, relating to the same subject matter.

B. No Waiver

The failure of Metaplex Global to exercise or enforce any right or provision of these AI Terms of Use shall not operate as a waiver of such right or provision. Any waiver of any provision of these AI Terms of Use will be effective only if in writing and signed by an authorized representative of Metaplex Global.

C. Remedies

Any right or remedy of Metaplex Global set forth in these AI Terms of Use is in addition to any other right or remedy whether described in these AI Terms of Use, under applicable law, at law or in equity. Our failure or delay in exercising any right, power, or privilege under these AI Terms of Use will not operate as a waiver thereof.

D. Severability

The illegality or unenforceability of any of these AI Terms of Use will not affect the validity or enforceability of any other of these AI Terms of Use, all of which will remain in full force and effect.

E. Force Majeure

We will have no responsibility or liability for any failure or delay in performance of the AI Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any natural disaster or other act of God, fire, pandemic or infectious disease, war, insurrection, riot, accident, governmental condition or prohibition, communications failure, power failure, or equipment or software malfunction.

F. Assignment

You may not assign or transfer any right to use any of the AI Services, or any of your rights or obligations under these AI Terms of Use, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any of our rights or obligations under these AI Terms of Use, in whole or in part, without notice or obtaining your consent or approval.

G. Survival

Any provisions of these AI Terms of Use that by their nature should survive termination (including but not limited to accrued payment obligations, ownership provisions, warranty disclaimers, indemnities, limitations of liability, dispute resolution, and other miscellaneous provisions intended to survive) shall so survive.

H. Control

Each AI Service which is factually and legally controlled by Metaplex Global or its agent is domiciled at Metaplex Global's registered office address in the British Virgin Islands, including but not limited to those AI Services deployed or substantially reliant upon a blockchain network.

I. No Third-party Rights

Except for any affiliates, Providers, or other parties expressly named in these AI Terms of Use (who shall be entitled to enforce the provisions for their benefit), a person who is not a party to these AI Terms of Use has no right to enforce any term of this AI Terms of Use.

J. Headings

Headings of sections are for convenience only and will not be used to limit or construe such sections. These AI Terms of Use contain the entire agreement and supersede all prior and contemporaneous understandings between you and Metaplex Global regarding the AI Services. If there is a conflict between these AI Terms of Use and any other agreement you may have with Metaplex Global, including the General Terms, these AI Terms of Use will control unless the other agreement specifically identifies these AI Terms of Use and declares that the other agreement supersedes these AI Terms of Use.

K. Notices and Communications

You consent to receive all communications, invoices, notices, and disclosures electronically (collectively, our "Communications") that we provide in connection with these AI Terms of Use or any AI Services. You may also contact us to request additional electronic copies of our Communications by filing a support request at [email protected]

Contact Us

Metaplex Global Ltd., a British Virgin Islands business company

Registered office at: c/o Walkers Corporate (BVI) Limited, 171 Main Street, PO Box 92, Road Town, Tortola, British Virgin Islands, VG 1110

Email: [email protected]

If you have any questions or concerns regarding these AI Terms of Use, please send us a detailed notice and we will address your concerns as soon as we can and to the best of our ability.