DISCLAIMER

You are about to purchase a non-fungible token (NFT) which represents a title of ownership on a digital asset. The NFT qualifies in principle as an asset token under Swiss law and is not considered as a mean of payment nor a security. However, we may not guarantee any token qualification under foreign law, nor may we guarantee that such purchase is not restricted in the jurisdiction that applies to you.

Consequently, we do not make any representations or warranties as to any token qualification or lawfulness of a purchase in any jurisdiction other than Switzerland. It is your sole responsibility to seek proper professional and legal advice in order to confirm the legal regime that applies to tokens and NFTs in your jurisdiction, including any consequences such as taxes.

Additionally, a purchase is in any event forbidden for any person who resides in the United States (including its territories and dependencies, any state of the United States and the District of Columbia, and US citizens and green card holders) except for accredited investors, Afghanistan, Albania, Barbados, Burkina Faso, Burundi, Cambodia, Cayman Islands, Canada residents except for accredited investors, Chad, Congo, China, Crimea Region of Ukraine, Cuba, DRC, Eritrea, Ethiopia, Guinea Bissau, Haiti, Honduras, Iraq, Iran, Jamaica, Libya, Mali, Malta, Morocco, Myanmar, Nicaragua, North Korea, Pakistan, Panama, Philippines, Senegal, Somalia, South Sudan,Turkey, Turkmenistan, Uganda, Venezuela, Yemen, Zimbabwe.

You hereby agree that Olyseum’s liability is entirely excluded in this framework and that you shall indemnify and hold it harmless should you purchase an NFT while breaching the above provision.

GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (the “Terms”) govern the access, use, features, services and content of the internet website www.olyseum.com and any related sub-domains and launchpads (the “Website”) and of the Olyseum mobile application (the “OLY App”) by any users, including on the secondary market (such as OpenSea).

The Website and the OLY App are owned and operated by Olyseum SA (“Olyseum”), a company limited by shares, incorporated in Switzerland with registered seat at place de Longemalle 1, 1204 Geneva.

By checking the check-box “I have read, understood and hereby agree with the Terms”, Users fully agree to be bound to these Terms and will fully comply herewith. Users who do not wish to be bound by these Terms should not access or use the Website and/or OLY App.

Users registered on the OLY App / Website are specifically referred to below as “User(s)”.

Olyseum, Users and Users are individually referred to as a “Party” and collectively as the “Parties”.

In the event of a discrepancy between general information provided on the Website / OLY App and the Terms, the Terms prevail. In the event of a discrepancy between specific terms provided on the Website / OLY App for the purchase of an Experience, OLY Token or NFT (as these terms are defined below) and the Terms, the specific terms prevail.

1. SERVICES

1.1 Olyseum operates the Website, accessible via the Internet, which provides Users with an NFT marketplace allowing them to use Olyseum’s services in relation to NFTs and Experiences (as these terms are defined below). In the framework of the Website, Olyseum offers the possibility to acquire on its own marketplace non-fungible tokens (“NFTs”) which represent the title of ownership on digital art representing celebrities that are part of the Olyseum network (see below clause 5). These NFTs may be linked to extra benefits as holding such NFTs may allow the NFT holder to access – at Olyseum’s sole discretion – to certain experiences as described hereunder at clauses 4 and 5.

1.2 In addition, Olyseum operates the OLY App accessible by means of compatible mobile devices. The OLY App allows Users to access the web browser developed by Olyseum (the “Olyseum Browser”). Users who use the Olyseum Browser may have access to rewards, as provided by Olyseum from time to time. For Users who wish to access the Olyseum Browser on their desktop, they may install a browser extension on chromium developed by Olyseum available in the chromium store and/or on the Website.

1.3 Both the Website and the OLY App may enable Users to take part in the social network and community of Olyseum. In this framework, Users shall receive information and updates on Olyseum’s activities and network evolution. Users may refuse any direct marketing at any time.

2. ACCESS AND USE

2.1 Access

In order to access the services provided by Olyseum, users must either become Users by completing the full registration process on the Website and/or OLY App and by providing all information required by Olyseum, at Olyseum’s full and entire satisfaction, in particular first name, last name, gender, age, email address and residency address, or connect to the Website and/or OLY App with their metamask or e-wallet under web 3.0 and undergo the mandatory chain analysis.

Access to the OLY App may also be done via third party access providers such as Facebook, Google or Apple (“Third-Party Access Providers” or “Third-Party Access”).

Olyseum may determine, in its sole discretion, that it is necessary to obtain certain information about Users in order to comply with applicable law or regulation in connection with the use of the Website and/or OLY App. Users agree to provide such information promptly upon request and acknowledge that Olyseum may refuse to provide any services until such requested information is provided. Should a User not be validated, he/she/it shall be blocked from accessing Olyseum’s services, including the Website and/or OLY App.

Olyseum may, on a temporary or definitive basis, interrupt access to the Website and/or OLY App and/or any services at any time and at Olyseum’s sole discretion.

2.2 Restrictions

Individuals under 16 years old may not use the Website and/or OLY App and/or any services provided by Olyseum. Users who are using the Website and/or OLY App on behalf of an entity represent and warrant that they have the legal capacity and are authorized to accept these Terms on the entity’s behalf.

Olyseum does not make any representations or warranties as to any token / NFT qualification or lawfulness of a purchase in any jurisdiction other than Switzerland. It is your sole responsibility to seek proper professional and legal advice in order to confirm the legal regime that applies to tokens and NFTs in your jurisdiction, including any consequences such as taxes.

Additionally, a purchase is in any event forbidden for any person who resides in the United States (including its territories and dependencies, any state of the United States and the District of Columbia, and US citizens and green card holders) except for accredited investors, Afghanistan, Albania, Barbados, Burkina Faso, Burundi, Cambodia, Cayman Islands, Canada residents except for accredited investors, Chad, Congo, China, Crimea Region of Ukraine, Cuba, DRC, Eritrea, Ethiopia, Guinea Bissau, Haiti, Honduras, Iraq, Iran, Jamaica, Libya, Mali, Malta, Morocco, Myanmar, Nicaragua, North Korea, Pakistan, Panama, Philippines, Senegal, Somalia, South Sudan,Turkey, Turkmenistan, Uganda, Venezuela, Yemen, Zimbabwe.

2.3 Proper use

Users must use the Website and/or OLY App and any services provided by Olyseum properly and in no event for the purpose of conducting unlawful activities, violating the rights of other persons or entities or infringing any applicable legal provisions or in violation with these Terms, additional applicable conditions and policies.

Among other obligations, Users undertake when using the Website and/or OLY App and/or any services provided by Olyseum:

In the event that a User does not comply with one or more of these rules, Olyseum reserves the right to refuse and cancel any access to the Website, OLY App and to any services and to automatically remove and erase any litigious content.

3. OLY TOKENS

3.1 OLY Tokens are acquired by Users on the market, the Website or via third parties. OLY Tokens are digital tokens based on a blockchain protocol that provide access to the Service. OLY Tokens do not confer any other rights. In particular, OLY Tokens do not represent, constitute or confer any share, participation right, bond, structured product, collective investment schemes, derivative or other type of securities including uncertified securities. The OLY Tokens are not for investment purposes and should not be considered as a type of investment.

3.2 OLY Tokens give Users access rights to certain parts of the Website and/or OLY App and services reserved to OLY Token holders, as provided by Olyseum.

3.3 Olyseum may modify or eliminate the OLY Token system at its sole and entire discretion.

3.4 Users alone are responsible for any acts or omissions that occur through the use of their user credentials. In particular, Users who are OLY Token holders agree not to allow anyone use their wallet or share their user credentials with any other person for the purpose of facilitating their unauthorized access to a service. If a User does share his/her user credentials with anyone, Olyseum will consider any activities undertaken to have been authorized by the User. Olyseum reserves the right to suspend or block the access services upon suspicion of any unauthorized access or use, or any attempted access or use, by anyone associated with a User’s user credentials.

4. EXPERIENCES

4.1 Experiences may consist of goodies, products, events, games, meetings, calls, videos, digital communications or content related to celebrities. Experiences are related to NFTs on a non-exclusive basis. In other words, Experiences are not “unique” in the sense that the same Experience may be included in several NFTs, at Olyseum’s sole discretion.

4.2 Experiences are accessible and available at Olyseum’s entire and sole discretion. In particular, Experiences may be linked to a specific existing NFT as a reward without any prior notification to Users including NFT Holders. In addition, Experiences may be limited to certain categories of Users at Olyseum’s discretion according to criteria such as age, type of activity, amount of OLY Tokens held by User, legal compliance.

4.3 Users have no right to receive or access an Experience and understand that their existence or continuation is in no event guaranteed by Olyseum as Experiences may expire and/or are intrinsically linked to celebrities. If an Experience becomes unavailable, the User shall lose all rights to said Experience without any repayment by Olyseum and/or any compensation by Olyseum for any loss or damage. In other words, Users understand that Olyseum shall in no event replace an Experience with another similar experience.

4.4 The duration of validity of an Experience is determined by Olyseum in accordance with its agreement with celebrities and as specified in the terms and conditions included in the particular NFT to which the Experience is linked. Expired Experiences cannot be used in any way by the User.

4.5 In presence of a discrepancy between this clause 4 and the terms and conditions included in an NFT, the latter shall prevail.

5. NFTs

5.1 Title of ownership

An NFT is a unique and non-fungible title of ownership on digital art representing an attribute of a specific celebrity that is part of the Olyseum network and that includes a specific layer of smart contract provided by Olyseum.

The NFT purchaser receives full and complete ownership, including patrimonial rights, on the NFT and corresponding digital art, to the exclusion of any non transferable moral rights belonging an author. In addition, NFT purchasers do not acquire any rights on related smart contracts.

Every NFT is part of an 111 NFT series collection relating to a specific celebrity. NFTs, series and/or collections are non-exclusive and created at Olyseum’s sole discretion.

NFTs may be acquired on Olyseum’s marketplace with the means of payment indicated on the Website at the time of the purchase. NFT purchasers understand that they may not chose or select which NFT they will acquire and accept the purchased NFT “as is”.

5.2 Experiences

NFTs may be linked to Experiences, at Olyseum’s sole discretion and without any prior notice. The holder of such an NFT may access and benefit of the Experience at the conditions described under clause 4 and as specified in the terms and conditions included in the NFT. Purchasers of NFTs understand that purchasing an NFT does not mean that an Experience will be linked to such NFT and that they do not have any right in this regard.

5.3 Transfer of ownership

The sale or donation of NFTs to third parties entails the automatic transfer of the ownership on the digital art, according to these Terms. In particular, the ownership of an NFT cannot be separated from the ownership of the digital art. In addition, the transfer of an NFT entails the transfer of the access to the related Experience subject to the conditions as set forth under clause 5.

The purchase of NFTs is made in accordance with the price, particular conditions and information provided by Olyseum’s NFT marketplace on the Website at the time of the purchase. Olyseum does not warrant or make any guarantee that NFTs and/or Experiences retain any monetary value, in fiat, cash or cryptocurrency.

Olyseum provides the possibility for an NFT owner to use the Website in order to access the available secondary market (such as Opensea). Such function cannot be interpreted as including Olyseum in any contractual agreement between an NFT owner and a third party. In any event, Olyseum cannot be held liable for any transaction between an NFT holder and any third party.

5.4 Granting of access to third parties

An NFT owner may at any time, provided that such mechanism complies with these Terms, grant access to the Experience(s) associated to his/her NFT to a third party. The conditions for granting such access, in particular the duration and/or compensation, are decided by the holder of NFT and are in no case related to Olyseum who is not a part to the agreement with the third party.

Holders of NFTs which include an Experience may undertake such a transaction on the available secondary market (such as Opensea). Olyseum may provide access to the available secondary market through the Website in which case NFT holders understand that the sole goal of this function is to provide a service of contact which cannot be interpreted as including Olyseum in any contractual agreement between an NFT owner and a third party. In any event, Olyseum cannot be held liable for any transaction between an NFT holder and any third party.

Should NFT Holders use the Website in order to access the secondary market, Olyseum shall take a percentage of any successful transaction, as specified on the Website.

6. PRIVATE NFT AUCTIONS

Olyseum may organise private auctions of NFTs. Such auctions are undertaken in accordance with the rules communicated on the Website at the time of the auction.

7. PAYMENTS

Payment methods and accepted means of payment are those provided on the Website at the time of the purchase.

The ether address is personal and non-transferable and is linked to a specific User and purchase.

8. VALIDITY AND CANCELLATION OF USERSHIP

8.1 Validity of Usership

Users are granted their Usership by Olyseum for an indefinite duration from the moment of the completion of the sale or the full registration process on the Website or OLY App, at Olyseum’s full satisfaction. Olyseum may refuse Usership at its entire and sole discretion, at any time and for any reason, without having to provide any justification.

8.2 Cancellation by Olyseum

Olyseum may, without prior notice, unilaterally suspend, block or cancel Users’ access to the Website and/or OLY App, including the use of any service, on a temporary or permanent basis, or cease providing all or part of the services, at any time and at Olyseum’s entire and sole discretion, for any grounds and without indication of such grounds, and without compensation.

In particular, this may occur when Olyseum considers that:

In addition, Olyseum reserves the right to take any appropriate legal action as a result of any breaches of the Terms, any additional conditions or policies or of the law that Users may commit, including for damages in accordance with the applicable law.

In the event of the suspension of Users’ accounts, Olyseum shall notify the Users of said suspension by email, requesting that they refrain from the breach in question. Once the period of 10 days from the date of the notification has elapsed, Olyseum may automatically and immediately cancel the Usership without any formal procedure or notification and the User shall be subject to any damages that Olyseum may claim as compensation.

8.3 Cancellation by User

Users may cancel their Usership at any time and for any reason by following process: The User must send an email to legal@olyseum.com from an email address verified by Olyseum. The User shall then receive an electronic confirmation message at this address. The User should confirm that he/she/it wishes to definitively and irrevocably proceed to the cancellation of the Usership by selecting the option provided for said purpose by Olyseum. Once the cancellation has been confirmed, Olyseum shall send a further message confirming cancellation of the Usership.

The cancellation of a Usership does not have any impact on the ownership of OLY Tokens and/or xNFTs.

8.4 Erasure of account

Once the cancellation is operated, Olyseum reserves the right to erase all content linked to the User’s account, uploaded or posted by the User.

9. INFORMATION AND SECURITY

9.1 All information provided on the OLY App and Website is provided “as is” without any warranty, whether express or implied unless, unless this is specifically imposed by Swiss law. Olyseum reserves the right, at any time and without prior notice, to modify any information provided to Users when updating or correcting errors and inaccuracies on the Website and/or OLY App.

9.2 Users are solely responsible for their interactions with other users and for the information and content they provide to Olyseum, other Users or third parties. Olyseum has no obligation to verify such content or to monitor or resolve any related disputes and shall not endorse any responsibility or liability in this framework. Users may notify Olyseum of any offensive or unlawful content. Users ensure and warrant to Olyseum that all information, documentation, data and material provided or transmitted to Olyseum is accurate, truthful and current and you will be solely responsible for the content of such information, documentation, data and material.

9.3 Users are responsible to ensure the safeguarding and confidentiality of their user name and password – including that of third-party access providers – and private keys. Olyseum will be entitled to presume that it is the concerned User when its user name, password, third-party access or private key is used unless the User has already notified Olyseum in writing if said User has any reason to believe that the confidentiality of his/her/its user name, password, third-party access or private key may have been compromised. Users must inform Olyseum as soon as they are aware of such theft or if they have suspicions or know that any such information is compromised in any way.

9.4 If Users choose to correspond with Olyseum via the OLY App or Website, they consent to Olyseum retaining and/or sharing the content of the correspondence for the purpose of responding to the query.

9.5 Olyseum may block the access to the Website and/or OLY APP, including the use of any services, at any time in particular when this is necessary for security reasons or to implement technical measures.

9.6 Users’ are liable for the loss of their private key and any consequent loss in relation to OLY Tokens and/or xNFTs and/or NFTs.

10. VIRUSES, HACKING AND OTHER OFFENCES

10.1 Users must not misuse the OLY App or Website or interfere with other Users by knowingly introducing or sending viruses, trojans, worms, logic bombs or other material, which is malicious or technologically harmful. Users must not attempt to gain unauthorised access to the OLY App or Website (which includes the server, cloud or any related data based), the blockchain and/or protocol used for the OLY Tokens and/or xNFTs. Users and Users must not attack the OLY App or Website or concerned blockchain by any means, in particular via a denial-of-service attack or a distributed denial-of-service attack.

10.2 By breaching this clause, Users may be acting contrary to Swiss law. Olyseum will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing the User’s identity to them. In the event of such a breach, Users’ right to use the OLY App and Website will cease immediately. To the maximum extent permissible by law, Olyseum will not be liable for any loss or damage caused by a distributed denial-of- service attack, viruses or other technologically harmful material that may infect Users’ computer equipment, computer programs, data or other proprietary material due to their use of the OLY App or Website or to their downloading of any material posted on it, or on any Linked Sites (as defined hereunder).

11. INTELLECTUAL PROPERTY

11.1 Access to the OLY App, Website and the information contained therein, does not in any way convey or transfer any right in or to the intellectual property rights of Olyseum or any other person in respect of data or information displayed or accessible from the OLY App and Website (the “Material”) or in any of the trade marks, copyright, designs, patents, source code, browsing structure, software, domain names, know-how, confidential information, trade secrets or any other intellectual property rights which may vest in Olyseum or in the author, compiler, creator or licensor of the Material.

11.2 Olyseum expressly reserves all rights in and to the Olyseum name and logo, the domain name www.olyseum.com, related sub domains and all other of Olyseum’s names, marks, taglines, or those relating to the Service.

11.3 All Olyseum’s copyrights, trademarks, logos, brands, domain names and other marks and intellectual property relating to accessible from, or occurring on the OLY App, Website, or any Material contained or accessible from the OLY App or Website shall remain the sole and exclusive property of Olyseum and the relevant authors, owners or licensors thereof (“Proprietors”) and Users undertake not to use, disseminate, or otherwise deal with such intellectual property without Olyseum’s or the relevant Proprietor’s written approval.

11.4 Users undertake not to change or delete any proprietary notices contained or displayed in any Material, data or information downloaded or otherwise retrieved from the OLY App or Website. Under no circumstances must Users attempt to reverse engineer, disassemble, decompile, reproduce, transcribe, store in a retrieval system, translate into any language or computer language, retransmit in any form or by any means, (electrical, mechanical, photo reproduction, recordation or otherwise) any of the Material, software material, information or content viewed, downloaded or otherwise retrieved from the OLY App or Website.

11.5 If Users print off, copy or download any part of the OLY App or Website in breach of these Terms, their right to use the OLY App or Website will cease immediately and they must, at Olyseum’s option, return or destroy any copies of the Materials they have made.

11.6 Users are informed, understand and agree that all data, information and/or content (collectively the “Content”) published on the Website shall be made accessible to other Users at all times and irrevocably agree that Olyseum make use of such Content in the framework of its services without any compensation for as long as such Content is made available by the User.

11.7 Users confirm that they have all legal rights to publish any Content, in particular in terms of third-party intellectual property contained therein, such as trademarks and copyrights and undertake not to violate any third-party intellectual property right while using the Website and/or OLY App. In particular, Users entirely release Olyseum from any liability whatsoever regarding the use of such third-party intellectual property on the Website and/or OLY App.

12. LINKS PROVIDED BY OLYSEUM

12.1 Olyseum’s services may include technical link devices, directories and search tools that enable Users to access other websites and digital world portals (hereinafter, “Linked Sites”).

12.2 Users acknowledge and agree that access to the Linked Sites shall be entirely at their own risk and under their responsibility and that Olyseum may not be held liable for any possible violations of third-party rights or legal provisions. Similarly, Olyseum may not be held liable for the technical availability or failures of the pages and linked portals, as well as the quality, reliability, accuracy and/or truthfulness of the services, information, elements and/or content they may access.

12.3 If Users consider that there is a Linked Site with unlawful or inappropriate content, they can inform Olyseum, without this notification entailing any obligation for Olyseum to remove said link.

13. EXCLUSIONS AND LIMITATION OF LIABILITY

13.1 Olyseum shall not be liable for and Users will have no claim of whatsoever nature against Olyseum as a result of:

In addition to and without prejudice to any other limitations of liability provided for in these Terms or any other agreement and to the fullest extent permitted by Swiss law, Olyseum shall not be liable to Users for any direct damages or any special, indirect, incidental or consequential damages arising out of or relating to these Terms, the use of the OLY App, Website or services, whether resulting from negligence, breach or any other cause, except for gross negligence or wilful misconduct. To the extent that a competent court or tribunal or other competent dispute resolution body or authority finally determines, notwithstanding the exclusion contained in this clause, that Olyseum is liable to the User for any damages, Olyseum’s liability for any damages howsoever arising shall not exceed any payment made by Users to Olyseum, if any.

14. INDEMNIFICATION

14.1 To the fullest extent permitted by applicable law, Users will indemnify, defend and hold harmless Olyseum and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (“Company Parties”) from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by the Company Parties or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise arising from or relating to: (i) the use of the Service, OLY App or Website in violation of these Terms or any other applicable terms or applicable law, (ii) Users’ responsibilities or obligations under these Terms, (iii) User’s violation of these Terms or any other applicable terms, (iv) any inaccuracy in any representation or warranty of the User; and/or (v) any act or omission of the User that is negligent, unlawful or constitutes willful misconduct. For avoidance of doubt, nothing contained herein shall limit or restrict the Company Parties’ right to maintain or recover any amounts in connection with any action or claim based upon intentional misstatement, fraudulent misrepresentation, gross negligence or deceit.

14.2 Olyseum reserves the right to exercise sole control over the defense, at the User’s expense, of any claim subject to indemnification as provided under these Terms. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Users and Olyseum.

15. RELEASE

15.1 To the fullest extent permitted by applicable law, Users release the Company Parties from responsibility, liability, claims, demands, and/or damages (direct and indirect) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties.

15.2 Users expressly waive any rights they may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which they may know or suspect to exist in their favor at the time of agreeing to this release.

16. NOTIFICATIONS OF VIOLATIONS OF RIGHTS

If a User considers that another User has published content that is offensive, violate his/her/its rights or breaks any law, he/she/it should notify Olyseum by sending an email to legal@olyseum.com, reporting its location on the OLY App or Website in as accurate a manner as possible. Such notification entailing any obligation for Olyseum to remove said content.

17. PROCESSING OF PERSONAL DATA

Olyseum processes Users’ personal data in accordance with the Swiss Data protection Act of 1995 and the European General Data Protection Regulation (GDPR). Please refer to Olyseum’s Privacy Policy or Cookie Policy for information on the collecting and processing of personal data collected through the Website and OLY App.

18. PROPER CONDUCT

18.1 Users undertake to be respectful of other Users. In particular, Users shall not make any sexist, racist or any exclusionary or inappropriate comments to other Users or through the Platform. Users shall not comment, publish, post or disseminate, no matter the medium or the form, anywhere on or through the Platform, content that: defames, harasses or threatens other Users, discusses any illegal activities or encourage others to commit such activities, infringes or misappropriates a third party’s intellectual property rights or may not be disclosed under contractual confidentiality obligations or fiduciary duties, contains obscene (i.e. pornographic) material, language or images, advertising or promotional materials or any form of commercial solicitation, or that may otherwise harm or offence Users or that is otherwise unlawful or that breaches applicable law and regulations.

18.2 Users who do not respect proper conduct while using the Platform and its features may at any time be temporarily or definitively excluded from accessing the Platform, at Olyseum’s sole discretion and without indication of any grounds.

19. MISCELLANEOUS

19.1 Assignment. Users shall not assign their rights and obligations under these Terms without the prior written consent of Olyseum. Any assignment or transfer in violation of this clause shall be void. The Users understand and agree that Olyseum may assign or transfer in any way (including by means of the sale of assets) all or part of its rights and obligations under these Terms. In such case, the assignee shall replace Olyseum and the latter shall be released from all of its obligations to the Users as of the date of the assignment. Subject to the foregoing, these Terms, and the rights and obligations of the Parties thereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives, unless Olyseum makes an assignment itself or agrees to an assignment by the User. Any purported assignment in violation of this provision shall be void.

19.2 Entire Agreement. These Terms and the materials incorporated herein by reference, constitute the entire agreement between the Parties and supersede all prior, concurrent or subsequent agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Olyseum or its affiliate. The provisions of these Terms shall prevail in the event of any contradiction with any prior, concurrent or subsequent agreement and understanding, unless the Terms are expressly and specifically excluded. No Party shall be liable or bound to the other Party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

19.3 Severability. If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

19.4 Amendment. Olyseum may modify these Terms at any time by, at its sole discretion, posting a revised version on the Website and OLY App. The modified provisions will become effective upon posting or the date indicated in the posting. It is the User’s responsibility to check the Website and OLY App regularly for amendments. The continued use of the Website and OLY App after any amendment become effective constitutes the User’s acceptance of the amendment.

19.5 No Waivers. The failure by Olyseum to exercise or enforce any right or provision of these Terms will not constitute a present or future waiver of such right or provision nor limit Olyseum’s right to enforce such right or provision at a later time. All waivers by Olyseum must be unequivocal and in writing to be effective.

19.6 No Partnership; No Agency; No Third-Party Beneficiaries. Nothing in these Terms and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in these Terms and no action taken by the Parties pursuant to these Terms shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to these Terms, any authority or power to bind or to contract in the name of the other Party. These Terms do not create any third-party beneficiary rights in any person.

19.7 Electronic Communications. Users agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively "Communications") that Olyseum provides in connection with the use of the Website and/or OLY App. Users agree that Olyseum may provide Communications by posting them on the Website or OLY App, by emailing them to Users at the email address and/or by sending an SMS or text message to a mobile phone number provided by Users. The Users carrier’s rates and fees may apply to any mobile communications. It is the User’s responsibility to maintain copies of Communications. Users may withdraw their consent to receive electronic communications by sending a withdrawal notice to support@olyseum.com. If Users decline or withdraw consent to receive Communications, Olyseum may suspend or terminate Users’ ability to use the Website and/or OLY App.

20. REQUESTS AND OTHER CORRESPONDENCE

Users may submit to Olyseum any requests or communication by writing to support@olyseum.com.

21. GOVERNING LAW AND JURISDICTION

21.1 These Terms shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Switzerland, to the exclusion of the United Nations Convention on Contracts for the International Sales of Goods, and without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

21.2 Subject to any applicable mandatory law, the courts of Geneva, Switzerland shall have exclusive jurisdiction over any claim arising from or related to the Terms and/or the Website and/or OLY App and/or services provided by Olyseum.






Last update: December 3, 2021