Terms and conditions

These Terms and Conditions constitute the User Agreement and Terms of Service (hereafter the “Terms & Conditions”) between Osmi (referred to as “OSMI” or the “Site”) and any person, customer, or entity (referred to as the “User”) utilizing the website or applications, OSMI Network and any products, features, and services provided thereon (“OSMI Services”). These Terms & Conditions do not create any agency, partnership, or joint venture between OSMI and User. By signing up for an account through OSMI or any associated websites, APIs, or mobile applications, the User has read and consents to the Terms & Conditions. The User also agrees to OSMI’s Privacy Policy and User Conduct. These Terms & Conditions may be amended and updated from time to time at the sole discretion of OSMI. Revised versions will be considered effective as of the date and time posted on the OSMI Site.

1. OSMI SERVICES.

OSMI is a decentralized distributed application network, using smart contracts (each a “Smart Contract”) to enable its Users to own, buy, sell, transfer, and share unique digital assets that can be visualized on the OSMI Site through the OSMI App.

1.1 OSMI Node.

OSMI Node is a computer software and hardware system connected to OSMI. The OSMI Node supports decentralized AI technology by maintaining the cryptographic integrity and confirming transactions on the OSMI Network through the OSMI App. Used herein, “OSMI Node” may represent either the node itself or a license the User obtains to run said node. The OSMI Nodes, when combined, form the “OSMI Node Network”.

1.2 OSMI Network.

The OSMI Network allows each User to store data, AI models, digital assets, and other attributes on the OSMI public ledger that allows for a decentralized, immutable record of ownership. Each User owns the non-fungible token (an “NFT”) for any of the digital assets on the OSMI Network. When a User purchases, earns, or receives any NFT or digital asset via Smart Contract, the User owns completely and outright the NFT and/or digital asset. For the avoidance of doubt, the User acknowledges and agrees that while the User may own an NFT or digital asset, the underlying embedded intellectual property rights may be subject to certain licensing requirements, and OSMI can only convey such rights to Users so long as OSMI holds a valid license to the intellectual property. If such license terminates, OSMI, and by extension the User, may not have any rights to the underlying embedded intellectual property in the User's NFTs or Platform Assets, and the underlying embedded intellectual property may be changed or removed at OSMI's determination.

1.3 OSMI Reward.

Each User of any service on the OSMI Network or the Site, or any service contained on the Site or associated websites, and associated OSMI Node, may be able to earn or receive the OSMI Reward. The “OSMI Reward” consists of a representation of OSMI tokens, or other digital assets and NFTs, reflected on the OSMI Network and/or OSMI App and the Site, which may or may not be bridged to other networks through a minting process solely at the option and action of the User. When referencing the NFTs on the platform themselves in the singular and not specifically as a part of the OSMI Reward, same shall be referred to herein as “Platform Asset.” The OSMI Reward is a digital reward and not a Security Token. The OSMI Reward is not being offered to investors and there is no Initial Coin Offering (ICO) to promote the OSMI Reward. Like BTC (which is the digital reward generated from the Bitcoin blockchain), the OSMI reward is created through a unique protocol. Each User that participates in the OSMI protocol shall receive 100% of the User’s allocated OSMI Reward and any other digital reward or NFT, which is deposited in the User’s OSMI App. The OSMI Reward, any NFT, and any other digital reward may reside solely within the OSMI Network, and may or may not have value. OSMI cannot, and does not, control whether any of the OSMI Reward, any NFT, and any other digital reward has monetary value on any other network. On the OSMI Network, the Site, or any associated website, neither the OSMI Reward nor NFT nor other digital reward may be exchanged for currency.

1.5 OSMI App

1.5.1. The OSMI App must be used through a supported web browser on either a desktop or mobile device. OSMI will provide each User with an OSMI App. OSMI will never take custody or control over any NFT or digital reward stored in a User’s OSMI App. The OSMI App does not store, send, or receive any NFT or reward, but such transactions occur directly on the OSMI Network or other supported networks. Instead of the OSMI App, the User may install and use any compatible digital app or electronic wallet provided by a third-party company that safely connects to the OSMI Network. If the User is a current Osmi wallet holder, the User will be able to connect to MetaMask wallet, however, the User’s original Osmi wallet will not be usable on the platform. MetaMask and other electronic wallets allow the User to purchase (either directly via Coinbase or via third-party sites), store, and engage in transactions using Ethereum cryptocurrency. Ethereum requires the payment of a transaction fee (“Gas fee”) for every transaction that occurs on the Ethereum network. The User will need to pay a Gas fee for each transaction that occurs via MetaMask or any other similar third-party company that provides an electronic wallet. OSMI neither owns nor controls MetaMask, Coinbase, or any third-party company, product, or service that User may access, visit, or use. OSMI will have no access or control over these payments or transactions or the ability to reverse any payments or transactions. OSMI will not be liable for acts or omissions of MetaMask, Coinbase, or any other such third parties, nor will OSMI be liable for any damage that you may suffer as a result of your transactions or any other interactions with any such third parties. A User may be able to use the OSMI App or other compatible wallet to send and receive any NFT or digital reward with other users of the OSMI Network. OSMI does not offer any User the ability to exchange one form of currency for any other form of currency (fiat or digital). OSMI App is not a custodian, exchange, or money transmitter.

1.5.2. When a User creates an OSMI App, the OSMI Network software generates a cryptographic private key and public key pair that the User must use to send and receive any NFT or digital reward supported on the OSMI Network. The User is solely responsible for storing, outside of OSMI’s Services, a backup of any User’s OSMI App, private key(s), or transaction information that the User maintains in the OSMI App or otherwise with the OSMI Services. If the User does not backup the OSMI App, the User may not be able to access the OSMI in the event that OSMI discontinues some or all of the OSMI Services.

1.5.3. In order for a transaction to be validated on the OSMI Network, any OSMI transaction through the OSMI App must be confirmed and recorded in the distributed ledger associated with the OSMI Network. The OSMI Network is a decentralized, peer-to-peer network supported by the users of the OSMI Network, which is not owned, controlled, or operated by OSMI.

1.5.4. OSMI has no control over any NFT or digital reward (including the OSMI Reward) generated through the OSMI Network or the OSMI App or Site, and cannot ensure that any transaction details a User submits via the OSMI Services and OSMI App or Site will be confirmed or processed on the OSMI Network. The User agrees and understands that the transaction details submitted by the User via the OSMI Services and OSMI App may not be completed or may be delayed by the OSMI Network or any supporting network used to process the transaction. OSMI does not guarantee that the OSMI App can transfer title or right in any NFT or digital reward, and OSMI makes no warranties of title of any kind. Once transaction details have been submitted to the OSMI Network, OSMI cannot assist the User to cancel or otherwise modify such transaction or details.

1.5.5. In the event of a fork of the OSMI Network or any other supported network, OSMI may not be able to support the User’s activity related to OSMI or any other supported NFT or reward. The User agrees and understands that in the event of a fork of the OSMI Network, any transaction associated with the OSMI App or OSMI Services may not be completed, may be partially completed, incorrectly completed, or substantially delayed. OSMI is not responsible for any loss incurred by any User caused in whole or in part, directly or indirectly, by a fork of the OSMI Network.

1.5.6. With respect to the OSMI App, OSMI does not receive or store a User’s OSMI App password, or any keys, network addresses or transaction history. OSMI cannot assist any User with OSMI App password retrieval. The User is solely responsible for remembering, storing, and keeping secret the User’s OSMI App PIN (password), keys, and address. Any NFT or digital reward a User has stored within its OSMI App may become inaccessible if the User does not know or keep secret its OSMI App keys and PIN. Any third party with knowledge of one or more of a User’s credentials (including, without limitation, a backup phrase, App identifier, PIN, or keys) can dispose of the NFT or digital rewards in the User’s OSMI App.

1.5.7. OSMI does not currently charge a fee for the OSMI App, receiving, sending, or storing OSMI. However, OSMI reserves the right to do so in the future, and in such case, any applicable fees will be displayed prior to the User incurring such a fee. Notwithstanding, the OSMI Network may have Blockchain Transaction Fees required to transact NFT or digital reward transactions through the OSMI Network. OSMI may attempt to calculate for the User any Blockchain Transactions Fees, though such calculation may be inaccurate or excessive. The User may select a greater or lesser fee, and the User is solely responsible for paying any Blockchain Transaction Fees required on the OSMI Network. OSMI will neither advance nor fund any Blockchain Transaction Fee on any User’s behalf, nor be responsible for any excess or insufficient fee calculation.

1.5.8. From time to time, there may be programs in place to allow the User to receive a reward, in the form of Osmi Reward, NFT, or otherwise, based on actions taken by the User, whether it be by referral or other program in place at the time (“Additional Rewards”). The User understands that OSMI makes no representations or warranties regarding the Additional Rewards. Notwithstanding or limiting the foregoing, OSMI further makes no representations or warranties surrounding the operation of any OSMI Services or that said OSMI Services/Additional Rewards will be error-free or uninterrupted. The User accepts the sole responsibility for taking any and all actions to obtain any Additional Rewards and holds OSMI harmless for any opportunity cost or losses that occur as a result of the non-receipt of anticipated Additional Rewards, monetary or otherwise.

1.5.9. Each User is permitted to have one (1) OSMI App, unless an exception set forth herein applies. The sole exception to permitting a User to have more than one (1) OSMI App is if the User is utilizing an additional OSMI App for asset security purposes. For the avoidance of doubt, no more than one (1) Osmi App shall be permitted for any other reason, including but not limited to, use in promotions and/or events, for personal gain, or fraudulent purposes. If a User creates more than one (1) Osmi App for any reason other than the sole exception stated herein, OSMI reserves the right to suspend the User from the OSMI App. Should OSMI determine, in its sole discretion, that a User, directly or indirectly, holds, accesses, or controls more than one OSMI App, all of said User OSMI Apps, including the User’s original OSMI App, may be frozen pending investigation. Upon completion of the investigation, OSMI may determine, in its sole discretion, to terminate the User's OSMI App and User from the OSMI Platform. In addition, upon completion of the investigation, OSMI may, in its sole discretion, permit the User to keep multiple OSMI Apps or consolidate OSMI Apps. When an OSMI App is frozen, the User may be prohibited from performing any transactions via the OSMI App. OSMI shall not be responsible for any losses or damages resulting from a suspension and/or termination of a User's account for violating the Terms and Conditions.

1.5.10. For initial signup for the OSMI App, all Users need to provide a valid email address and password. If a User receives an award of any type from OSMI, the User must, when and as requested, supply OSMI with additional identification information to verify the User’s identity (“KYC Information”) to receive the award. The User represents that OSMI has permission to share information with our designated KYC Partners (“KYC Partners”) and all User KYC Information provided is true and accurate and shall immediately update such information in the User’s OSMI App or by notice to OSMI, upon any changes to such information. OSMI reserves the right to terminate the User's OSMI App, withhold any award, and/or suspend performance hereunder immediately upon determining: (i) any User KYC Information is false, inaccurate, misleading, or out of date and/or (ii) User does not get approved by the KYC Partner.

1.5.11. The User may opt to purchase a 'Name Tag,' which allows the User to reserve a specific name, word, or phrase for future use within the application ('Name Tag'). It is the User's sole responsibility to ensure that the selected name, word, or phrase has the necessary trademark and copyright protections and that the User possesses all necessary rights for its use and exploitation as a Name Tag. The Company expressly disclaims any liability for infringement of third-party rights arising from the User's utilization of the Name Tag on the Platform.

1.6 OSMI LAUNCHER

The User understands and acknowledges that by downloading the application entitled “Osmi Launcher” that it has read, understood, and agrees to be bound to the Limited Software Warranty and License Agreement.

2. PAYMENT TERMS.

2.1. Annual License and Monthly Service Fees. The User shall pay a one-time OSMI Node license fee. OSMI or any of its affiliates or third parties may be the party that sells the software or hardware for any OSMI Node.

2.2. Software License. The User may be required to enter into a software license agreement with OSMI or any third party for the use of any required software for each OSMI Node. The User shall pay all associated software license fees.

2.3. Equipment Purchase. The User may enter into an equipment purchase agreement as it relates to the purchase of any hardware for an OSMI Node. The User is not required to purchase such hardware, but may use any equipment technology (e.g., computer, GPU, cell phone, or other technology) that can appropriately and safely access and connect to the OSMI Network.

2.4. Maintenance and Hosting Fees. OSMI does not maintain or host any OSMI Node, but may refer the User to one or more third-party hosting companies that may or may not be affiliated with OSMI. If the User elects and is part of a separate hosting agreement, the User may be required to pay certain data center operations, maintenance, and power fees (“Maintenance Fees”).

2.5. Network Transaction Fees. The delivery and receipt of any of the User’s NFT or digital rewards through the OSMI App may be subject to network or transaction fees charged by the network associated with the User-selected algorithm (“Network Transaction Fees”), which are non-refundable. Network Transaction Fees are paid to emit, record, verify, and process a transaction on the network. Any withdrawal or transfer of the User’s NFT or digital reward is subject to Network Transaction Fees.

2.6. Other Third-Party Fees. Certain digital apps, app addresses, tools, and third-party software and devices (“Third-Party Fees”) used by the User may also charge the User a fee, including a per transaction or transfer fee, which are non-refundable. The User is responsible for satisfying any such fee(s). The User should note that any such fees may significantly reduce the User’s rewards and therefore the User is responsible for managing the selection, use, rate, and frequency of their receipt of rewards to any such Third-Party Fees.

2.7. Taxes. The User is responsible for any taxes, and the User will pay for OSMI Services without any reduction for taxes. If the User is required by law to withhold any taxes from its payments to OSMI, the User must provide OSMI with an official tax receipt or other qualified documentation to support such withholding, including value-added tax (“VAT”), if applicable. The User will be liable to pay (or reimburse OSMI) for any taxes, interest, penalties, or fines which may arise from any mis-declaration made by the User. The User shall pay OSMI for all taxes and governmental fees OSMI is required to collect or pay upon sale or delivery of OSMI Services.

POTENTIAL USERS OF NFTS OR DIGITAL REWARDS, INCLUDING BUT NOT LIMITED TO BITCOIN, ARE FOREWARNED OF POSSIBLE FINANCIAL LOSS AT THE TIME SUCH REWARDS ARE EXCHANGED FOR FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. MOREOVER, A FAVORABLE EXCHANGE RATE AT THE TIME OF EXCHANGE MAY RESULT IN A TAX LIABILITY. USERS SHOULD CONSULT A TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH THE PURCHASE, SALE, TRADE, RECEIPT, OR OTHER USE OF DIGITAL REWARDS.

2.8. CREDIT CARD PURCHASES

If the User pays by credit card or certain other payment instruments, the User may be provided with a third-party interface (hereinafter “Payment Processor”), to input, change, and update the User's payment information to make payment. The processing of payments may be subject to the terms, conditions, and policies of the Payment Processors in addition to these Terms and Conditions. All User rights and privileges with respect to Payment Processor are set out in the Payment Processor Terms of Service. OSMI has no liability for fiat transactions, all of which liability rests with the Payment Processor. OSMI is not a custodian for the User's credit card or certain other payment instruments and is not responsible for the acts or omissions of the Payment Processor(s). Users agree to pay OSMI through the Payment Processor(s), all applicable fees and customer agrees and authorizes OSMI and Payment Processor to charge all sums, including all applicable taxes, to payment methods specified or linked to their account. When Users provide payment information to the Payment Processor or to one of its payment processors, the User represents that they are the authorized User of the card, PIN, key, or account associated with that payment, and the User authorizes OSMI and Payment Processor to charge the User’s credit card or to process the User’s payment with the chosen third-party payment processor for any payment, withdrawal, or fees incurred by you.

FOR PAYMENTS IN CRYPTOCURRENCY: PAYMENT PROCESSOR ONLY SUPPORTS USDC.

The User has read the Terms & Conditions and understands that by purchasing with a credit card, the item will not be claimed until at least fourteen (14) days from the date the purchase is completed.

Transaction Limits

The User understands and acknowledges that the User's use of the Services is subject to a transactional limit in a given time period. Such limits may vary, at our sole discretion.

Transactional Limits:

Single Transaction: $5,500

“Charge Backs”

In the event of a chargeback, OSMI may, in its sole discretion, carry out one or more of the following actions:

User will be temporarily auto-banned

User will not be eligible for daily distribution

2.9 Refunds.

All sales are final. OSMI does not offer any refunds or money-back guarantees on any or all OSMI Services, unless otherwise specified herein. The User recognizes and agrees that they will not be entitled to a refund for any purchase under any circumstances. THE COMPANY MAKES NO WARRANTIES REGARDING THE PERFORMANCE OR OPERATION OF THE WEBSITE or OSMI Services.

3. USER OBLIGATIONS

3.1. Software and Equipment Allocation. The User is responsible for the allocation of the User’s software and equipment and selected optimization decisions. The User acknowledges that OSMI is not responsible for the selection or timing of network protocols, nor is OSMI responsible for the protocols selected for use in connection with OSMI Services. The User is solely responsible for these decisions and shall monitor and allocate strategies through the User’s OSMI App. The User acknowledges that the node transactions on any network may vary and will not be uniform across each OSMI Node.

3.2. Log-in Credentials. The User represents and warrants that the User is responsible for the preservation of confidentiality of the User’s login credentials on the OSMI App and any other login for the OSMI Services. Login credentials generated for the User by OSMI are for the User’s internal use only and the User is strictly prohibited from selling, transferring, or sub-licensing them to any other entity or person.

3.3. Network Risk. The User represents and warrants that the User accepts the risks of network protocol and network, including instability, congestion, high transaction costs, hacking, network latency, information security, regulatory risk, and technological and operational error. The User understands these risks may result in delay or failure to process transactions and potentially high Network Transaction Fees or Third Party Fees. The User represents and agrees that OSMI is not responsible for any diminished OSMI Services, related features, or capabilities resulting from network risk. In the event of a material increase or decrease to Network Transaction Fees, Third Party Fees, or operational degradation, congestion, failure, or other disruption of the network used by the User, OSMI may, at its sole discretion and upon notice to the User, make any adjustments to the OSMI Services.

3.4. Network Modification Risk. The User represents and warrants that the User is familiar with and accepts the risks associated with network development and code changes. Network technologies are still under development and may undergo significant changes over time. Network contributors may make changes to features and specifications of the algorithm selected by the User and may fork the OSMI protocol. Such changes may include or result in the elimination or support for specific algorithms and applications.

3.5. Trade Compliance. The User shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union and U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control and the European Union’s Common Foreign and Security Policy (collectively, “Trade Sanctions Laws”). The User represents and warrants that the User and the User’s financial institutions, or any party that owns or controls the User or the User’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign as Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

3.6. Compliance with Local Laws and Regulations. The User shall not attempt to purchase any OSMI products restricted by local laws and regulations. OSMI may from time to time geoblock or otherwise restrict access to this site as necessary to ensure compliance with laws and regulations. OSMI is not responsible for any loss as a result of such compliance with local laws and regulations.

3.7. Ownership Restrictions. The User acknowledges and agrees that OSMI, any service provider, or third-party content provider (or, as applicable, any licensors) own all legal right, title, and interest in and to all elements of their respective intellectual property rights therein. The visual interfaces, graphics (including, without limitation, all art and drawings associated with them), design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of any content provided on the Site, OSMI App, or OSMI Network are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All such intellectual property is the property of its owners or licensors, and all trademarks, service marks, and trade names are proprietary to its owners or licensors. Except as expressly set forth herein, the use of the OSMI Services and OSMI App does not grant the User any ownership of or any other rights with respect to any content, code, data, or other materials that the User may access on or through the OSMI App. When a User purchases or owns a Platform Asset, the User owns the underlying NFT completely for as long as the User owns the Platform Asset, subject to the terms and restrictions of this Agreement and any accompanying license restrictions for the Platform Asset. Ownership of the NFT is mediated entirely by the smart contract and Ethereum Network (or any other applicable network): at no point may OSMI seize, freeze, or otherwise modify the ownership of the Platform Asset. The User acknowledges and agrees that while the User may own a Platform Asset, the underlying embedded intellectual property rights may be subject to certain licensing requirements, and OSMI can only convey such rights to Users so long as OSMI holds a valid license to the intellectual property. If such license terminates, OSMI, and by extension the User, may not have any rights to the underlying embedded intellectual property in the User's owned Platform Asset, and the underlying embedded intellectual property may be changed or removed at OSMI's determination.

3.8. Children. USER AFFIRMS HE/SHE IS OVER THE AGE OF 18, AS THE OSMI APP AND OSMI SERVICES ARE NOT INTENDED FOR CHILDREN UNDER AGE 18.

3.9. User Conduct. OSMI values transparency and is committed to providing Users with the best experience levels. However, to protect OSMI’s Users and comply with our legal obligations, OSMI reserves the right to take action, with or without advance notice, if OSMI believes the User has violated these Terms and Conditions. This may include but is not limited to: banning the User; disabling the User's ability to use the OSMI Services in conjunction with buying NFTs available on the OSMI Site; disabling the User’s ability to access OSMI Services; and/or other actions. Notwithstanding the foregoing, if the User breaches this Section 3.9, the User will not be entitled to a refund for any OSMI Services. The User agrees to not violate any law, contract, intellectual property, or other third-party right, and that the User is solely responsible for their conduct and content, while accessing or using the OSMI Services. The User further agrees that the User will not:

(i) use or attempt to use another User’s Account without authorization from such User;

(ii) pose as another person or entity, or use a wallet to engage in a transaction on the OSMI App that is owned or controlled, in whole or in part, by any other person;

(iii) confuse others, derive others’ goodwill, or otherwise engage in name squatting;

(iv) access OSMI Services from a different network address and/or email address if OSMI has blocked any of the User’s other network addresses and/or email addresses from accessing the OSMI Services, unless the User has OSMI’s written permission first;

(v) distribute spam or unsolicited messages, including but not limited to, sending unwanted NFTs to other Users;

(vi) use the OSMI Services – including but not limited to through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the OSMI Services in any manner;

(vii) bypass or ignore instructions that control access to the OSMI Services, including but not limited to, attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic User sends to OSMI;

(viii) use OSMI Services for commercial purposes inconsistent with these Terms and Conditions or any other instructions given by OSMI in the present or future;

(ix) use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not expressly authorized by OSMI to access the OSMI Services, extract data, or otherwise interfere with or modify the rendering of OSMI pages or functionality;

(x) reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the OSMI Services, or any action that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, product, license, area, or code of the OSMI Services;

(xi) sell or resell the OSMI Services in a manner that violates any law or contract, or in a way that attempts to circumvent any OSMI fee systems or rules;

(xii) use the OSMI Services or data collected from OSMI Services for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing) without our express authorization and approval;

(xiii) use the OSMI Services for, or in connection with, money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to the User or to OSMI;

(xiv) use the OSMI Services, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction;

(xv) use the OSMI Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;

(xvi) the User acknowledges that OSMI does not offer any securities and the User shall not use the OSMI Services to create, sell, or buy NFTs or other items under the impression that it either gives owners or other Users rights to participate in an ICO or any securities offering, or that OSMI Services are redeemable for securities, commodities, or other financial instruments;

(xvii) use the OSMI Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;

(xviii) use the OSMI Services to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;

(xix) infringe or violate the intellectual property rights or any other rights of others;

(xx) use the OSMI Services for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve unethical behavior, morally reprehensible actions, or encouraging or promoting any activity that violates these Terms and Conditions or any law, regulation, or contract;

(xxi) send, upload, distribute, or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;

(xxii) use the OSMI Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the OSMI Services;

(xxiii) remove any copyright, trademark, or other proprietary rights notices contained in or on the OSMI App or OSMI Network or any part of it;

(xxiv) reformat or frame any portion of the OSMI App;

(xxv) create user accounts by automated means or under false or fraudulent pretenses;

(xxvi) trick, defraud, or mislead OSMI or other Users, including but not limited to, for the purpose of attempting to learn sensitive account information;

(xxvii) attempt to bypass any security measure of the Site;

(xxviii) copy or adapt the Site; or,

(xxix) disparage, tarnish, or otherwise harm, in OSMI’s sole discretion, OSMI and/or the Site.

Notwithstanding the foregoing, it is in OSMI’s sole discretion to determine if the User has violated any of the above User Conduct guidelines.

3.10 Representations Made By User. The User acknowledges and agrees that the Osmi Services, including but not limited to the Osmi Node and OSMI Reward, ARE NOT being sold as an investment by or of OSMI. THE USER UNDERSTANDS THAT ANY REPRESENTATIONS MADE BY THE USER AT ANY TIME THAT ANY OF THE OSMI SERVICES ARE AN INVESTMENT IN OSMI (OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IN GENERAL) TO OTHERS IN A DIRECT ATTEMPT TO MARKET OSMI SERVICES IN COORDINATION WITH SUPPLYING USER’S REFERRAL LINK IS A DIRECT BREACH OF THE TERMS & CONDITIONS. A determination of same will be made at the sole discretion of OSMI.

3.11 OSMI NODE REPRESENTATIONS OSMI and the User recognize that the SOLE AND ONLY purpose of the OSMI Node is to support the Osmi Node Ecosystem. Nothing contained in this Agreement, exhibit to this Agreement, or any representation made outside of this Agreement, conveys on the User any ownership interests in OSMI or its subsidiaries, or interests otherwise in the OSMI (including, but not limited to voting rights in the OSMI), nor any expectation of profits from the efforts of the OSMI or its principals or subsidiaries. The User understands that while it may from time to time receive rewards in line with the distribution schedule of the Node Ecosystem (“Distribution Rewards'') (subject to change), said reward is solely earned because of and as a direct result of work accomplished and performed by the User (i.e., work done by the OSMI Node). The User recognizes that should the User never actually run the OSMI Node, it will receive no rewards. OSMI has no control of the method in which rewards are distributed to the OSMI Node. It is anticipated that the OSMI Node will be able to be sold or transferred in the future as Non-Fungible Tokens, however, OSMI cannot and does not warrant or represent that the resale value of the Nodes will be higher than the purchase price should this event occur, nor that it will be legally possible to do so. Further, OSMI cannot and does not warrant or represent that there will ever be a resale value or capability of the OSMI Node.

3.12 Play to Earn Mechanisms If the User elects to engage in any play to earn mechanism (including, but not limited to, any mechanism that permits the User to use any OSMI Services on the OSMI App, Site, or otherwise), the User will be responsible to pay any and all sales, use, value-added or other taxes, duties, and assessments now or hereinafter claimed or imposed by any governmental authority. The User will reimburse OSMI for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed, or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties, or assessments from payments made to us pursuant to these Terms. The User is solely responsible for determining what, if any, taxes apply to the User and play to earn mechanisms, and any other transactions conducted by the User. OSMI does not act as a withholding tax agent in any circumstances. The User further understands and acknowledges that OSMI is not responsible, and the User accepts sole responsibility for any and all missed OSMI Reward or otherwise, regardless of the source of any error, fault, or otherwise. Any and all play to earn mechanisms in place (including, but not limited to, the method, amounts, or otherwise) are not permanent and may or may not be changed at the sole discretion of OSMI at any time.

4. TERMINATION

4.1. General. OSMI may suspend or terminate the User’s right to access or use OSMI Services immediately and without notice if: (i) OSMI determines the User’s use of the OSMI Services poses a security risk to OSMI Services or any third party, could adversely impact OSMI, OSMI Services, OSMI Network or any other OSMI users, or could subject OSMI, its affiliates, or any third party to liability, or could be fraudulent; (ii) the User is in breach of these Terms & Conditions; (iii) the User initiated a chargeback or dispute with respect to any payment or purchase of the OSMI Services; (iv) the User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (v) for any other reason at OSMI’s discretion.

4.2. Effect of Suspension. If OSMI suspends the User’s right to access or use any portion or all of the OSMI Services, the User shall remain responsible for all fees and charges the User incurs during the period of suspension, including any Maintenance Fees and Network Transaction Fees; and the User may be in violation of the User’s hosting agreement or the network protocols, which may prevent or limit the User’s entitlement or access to any results or rewards that may have occurred during the User’s suspension of the OSMI Services. The User agrees to pay any fee charged by OSMI to reconnect the OSMI Services.

4.3. Effect of Termination. If OSMI terminates the User’s right to access or use any portion or all of the OSMI Services, then all of the User’s rights under these Terms & Conditions immediately terminate and the User shall remain responsible for all fees owed to OSMI incurred through the termination date.

5. GOVERNANCE

5.1. Advisory Board. The OSMI Network may have an advisory board.

5.2. Voting for OSMI Network Updates and Amendments. The OSMI Network may have voting protocols.

5.3. Consensus Nodes. The OSMI Network may have consensus nodes, which are the OSMI Nodes that approve and validate transactions and contribute to the security and stability of the network. Any User that owns an OSMI Node involved in the consensus protocol may be rewarded from the OSMI Network and be able to charge Network Transaction Fees.

5.4. Community and Decentralized Innovation. The OSMI Network invites any person or entity throughout the world to contribute to the OSMI Network, including coders, application developers, marketers, advertisers, and service and maintenance providers. Accepted amendments, updates, and innovation from individuals or groups of the OSMI Network community may be rewarded from the OSMI Network rewards.

6. PUBLICITY

The User is permitted to state publicly that it is a customer or user of OSMI, consistent with any Trademark Guidelines which may be adopted by OSMI from time to time. The User agrees to abide by the Privacy Policy and Code of Conduct of OSMI.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (i) it has full power, legal capacity, and authority to enter into these Terms & Conditions; and (ii) it will comply with all laws and regulations applicable to its provision or use of OSMI Services. If the User provides any information that is untrue, inaccurate, not current, or incomplete, OSMI has the right to suspend or terminate the User’s account and refuse any and all current or future use of the OSMI Services.

USER ACKNOWLEDGES AND AGREES THAT USER DOES NOT RESIDE IN ANY REGION THAT EXPLICITLY BANS THE USE OF LOOT BOXES IN GAMES IN ACCORDANCE WITH GAMBLING LAWS.

8. DISCLOSURES & RISKS

8.1 Notification. OSMI notifies each User of certain disclosures and risks associated with digital assets and their associated technology and protocols. OSMI Services are not an investment product, and no action, notice, communication by any means, or omission by OSMI shall be understood or interpreted as such. OSMI has no influence whatsoever on the OSMI Network, the transactions and consensus protocols, or the NFTs or digital rewards, including the OSMI Reward. Ownership of an OSMI App or Node or the use of OSMI Services does not represent or constitute any ownership right or stake, share or security, debt or equivalent right, or any right to receive any future revenue or form of participation in or relating to any network or digital reward, including the OSMI Network or OSMI Reward.

8.2 Digital Rewards. Digital rewards are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, digital rewards are not insured against theft or loss by any insurance corporation or any investor protection, including the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

8.3 Market Risk. The value of NFTs and digital rewards are derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Holding NFTs and digital rewards carries exchange rate and other types of risk. The value of NFTs and digital rewards may be derived from the continued willingness of market participants to exchange traditional government currency for digital rewards, which may result in the potential for permanent and total loss of value of a particular digital reward should the market disappear. The volatility and unpredictability of the price and value of NFTs and digital rewards, relative to government currency, may result in significant loss over a short period of time. OSMI cannot guarantee or warrant the value of any NFT, digital reward or network, including the OSMI Network and OSMI Reward, and explicitly warns the User that that there is no reason to believe that any NFT or network reward will increase in value, and that they may hold no value, decrease in value, or entirely lose value.

8.4. Regulatory Risk. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual NFTs and network rewards. The regulatory status of cryptographic tokens, digital assets, and network technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations, and/or rules that will affect cryptographic tokens, digital assets, network technology, and its applications. Such changes could negatively impact the OSMI Services in various ways, including, for example, through a determination that any of the above are regulated financial instruments that require registration. OSMI may cease any distribution of any of the above, the development of the OSMI platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. The industry in which OSMI operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental, quasi-governmental, regulatory, or other similar types of (including banking) authorities will not examine the operations of OSMI and/or pursue enforcement actions against OSMI. Such governmental activities may or may not be the result of targeting OSMI in particular. All of this may subject OSMI to judgments, settlements, fines, or penalties, or cause OSMI to restructure its operations and activities or to cease offering certain products or services, all of which could harm OSMI’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the OSMI Services.

8.5 Technology Risk. Virtual NFT and digital reward transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the user initiated the transaction. The nature of such virtual transactions may lead to an increased risk of fraud or cyber-attacks.

8.6 Changes to OSMI Node Network.

OSMI and the User recognize that from time to time amendments will be made to the OSMI Node Network. OSMI and the User both specifically agree that OSMI will, from time to time, present the OSMI Node Network with proposed amendments (the “Proposed Amendments'') that the Node Network will then vote on whether to implement or not (the “Governance Vote”). The User understands that the Proposed Amendments will be made at the discretion of OSMI, and OSMI owes the User no duty or obligation to make proposals in its best interests. The User specifically understands that there may come a time when OSMI proposes an amendment that is not in or in direct opposition to the User’s best interests, financial or otherwise (including, but not limited to a change in the distribution calculation), and the User has no legal recourse against OSMI should any Proposed Amendment be approved and implemented through the Governance Vote. The User’s only recourse is to vote against said Proposed Amendment. OSMI and the User both agree that one such Proposed Amendment may be to change the specifications, including, but not limited to, the internet connection, Random Access Memory, Central Processing Unit requirements, extra space, and any other requirements needed to run the Nodes (the “Specifications”). OSMI and User further agree that while the Specifications may be minimal on the effective date of this Agreement, this is subject to change through the Proposed Amendment and the Governance Vote. While OSMI does represent and covenant that the OSMI Node will always be able to be run using the current specifications, OSMI does not and cannot represent or covenant that any rewards earned (financial or otherwise) for doing so are not subject to change.

9. DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OSMI, ITS AFFILIATES, AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. OSMI, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING NETWORK DATA, NFT AND DIGITAL REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USE OF OSMI SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING ITS CUSTOMER DATA AND DIGITAL REWARDS. NEITHER OSMI, ITS AFFILIATES, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF OSMI SERVICES, OSMI NETWORK, OR ANY OTHER SUPPORTED NETWORK WILL BE ERROR-FREE OR UNINTERRUPTED. OSMI, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE.

10. LIMITATION OF LIABILITY

10.1. Limitation of Indirect Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OSMI AND THE USER SHALL NOT BE LIABLE UNDER THESE TERMS & CONDITIONS FOR LOST REVENUES, OPPORTUNITY COSTS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF OSMI KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO VIOLATIONS OF OSMI’S INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION OBLIGATIONS, OR THE USER’S PAYMENT OBLIGATIONS.

10.2. Limitation of Amount of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER OSMI NOR ITS AFFILIATES OR SUPPLIERS, MAY BE HELD LIABLE UNDER THESE TERMS & CONDITIONS FOR MORE THAN THE AMOUNT PAID BY THE USER TO OSMI UNDER THESE TERMS & CONDITIONS FOR THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, MINUS ANY REWARDS GENERATED OR RECEIVED BY THE USER AS A RESULT OF THE USE OF OSMI SERVICES.

11. INDEMNIFICATION

Unless prohibited by applicable law, the User will defend and indemnify OSMI and its Affiliates against any settlement amounts approved by the User and damages and costs finally awarded against the User and its affiliates by a court of competent jurisdiction in any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding) to the extent arising from the User’s use of OSMI Services.

12. MISCELLANEOUS.

12.1. Assignment.

The User will not assign or otherwise transfer the User’s rights and obligations under these Terms & Conditions, without the prior written consent of OSMI, which may be unreasonably withheld. Any assignment or transfer in violation of this section will be void. At any time and without the need for the User’s consent, OSMI may assign any obligation, right, and these Terms & Conditions. Subject to the foregoing, these Terms & Conditions will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The User may not merge these Terms & Conditions with any other agreements with which OSMI may be a party.

12.2. Third-Party Communications.

OSMI disclaims all liability for any communications directed to the User from any third-party directly or indirectly in connection with the Platform that the User may receive, and any actions the User may take or refrain from taking as a result of such communications. The User is solely responsible for assessing and verifying the identity and trustworthiness of the source and content of such communications. OSMI assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any such communications.

12.3. Disputes.

Any dispute, controversy, difference or claim arising out of or relating to these Terms & Conditions or relating in any way to the User’s use of OSMI sites or OSMI Services, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms & Conditions, the parties may agree to first attempt mediation before a single mediator, administered by the International Centre for Dispute Resolution under its mediation rules, to be held in any location agreed to by the parties, or Salt Lake City, Utah, USA in the English language. If the parties do not agree on mediation, the matter shall be referred to and finally resolved by arbitration before a single arbitrator to be held in Salt Lake City, Utah, USA administered by the International Centre for Dispute Resolution in accordance with International Dispute Resolution Rules. The decision of the arbitrator is final and binding on the parties and enforceable in a court of competent jurisdiction. The prevailing party shall be entitled to costs and reasonable attorneys’ fees for the arbitration. Notwithstanding the foregoing, OSMI and the User agree that OSMI may bring suit in any court of law to enjoin infringement or other misuse of OSMI’s intellectual property rights. Any disputes that may arise beyond the scope of the arbitration provision shall be exclusively subject to the State or Federal Courts located in Salt Lake City, Utah, USA. The User and OSMI consent to personal jurisdiction in those courts. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. THE USER ACKNOWLEDGES THAT, BY AGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

12.4. Entire Agreement.

These Terms & Conditions set out all the terms agreed between the parties and supersede all other agreements between the parties relating to its subject matter. In entering into these Terms & Conditions, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set out in these Terms & Conditions. The terms may be updated on OSMI sites.

12.5. Force Majeure.

OSMI and its affiliates will not be liable for any failure or delay in performance of obligation under these Terms & Conditions where the failures or delay result from any cause beyond reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given network (e.g., a “hard fork” or “soft fork”).

12.6. Governing Law.

Any claim or dispute between the User and OSMI arising out of or relating to the User’s use of OSMI sites, OSMI Services, or these Terms & Conditions, in whole or in part, shall be governed by the laws of the State of California, USA without respect to its conflict of laws provisions. The 1980 United Nations Conventions on Contracts for the International Sale of Goods do not govern these Terms & Conditions.

12.7. Language.

All communications and notices made or given pursuant to these Terms & Conditions must be in the English language. If we provide a translation of the English language version of these Terms & Conditions, the English language version will control if there is any conflict.

12.8. Notices to the User and OSMI.

OSMI may provide any notice to the User under these Terms & Conditions by: (i) posting a notice on OSMI Site; or (ii) sending a message to the email address associated with the User’s account. Notices provided on OSMI Site will be effective upon posting and notices provided by email will be effective when the email is sent. It is the User’s responsibility to keep the User’s email address current. To give OSMI notice under these Terms & Conditions, the User must contact OSMI using our contact form. OSMI may update the address for notices by posting on the OSMI Site.

12.9. Severability.

If any portion of these Terms & Conditions is held to be invalid or unenforceable, the remaining portions will remain in full force and effect.