Welcome to ngageN! ngageN is an exclusive, invitation-only platform for creators/brands to create NFTs for their fans and brand connoisseurs.

The following terms and conditions, together with any documents they expressly incorporate by reference (the "Terms"), govern users (referred to as "user" or "you" or "your") access to and use of ngageN Platform, including any content, functionality, and services offered on or through https://www.ngagen.com/ (referred to as "ngageN Platform" or "our" or "us " or "we"). By using the ngageN Platform, you confirm that you understand and agree to these Terms. These terms of use do not apply to creators, as they are governed under a different set of terms and conditions.

If you use the ngageN Platform on behalf of a company/organization, you represent and warrant that you have the right, capacity and authority to enter into these Terms on behalf of the company/organization.

We reserve the right to change or modify these Terms at any time and at our sole discretion. You agree and understand that by accessing or using the ngageN Platform following any change to these Terms, you are regarded as having agreed to the revised Terms.

To access the ngageN Platform, you must be atleast 18 years of age. You must create an account to use the ngageN Platform. To create an account, we will require you to provide certain information about yourself and we may, in our sole discretion, require you to provide further information and/or documents at any stage during your use of the ngageN Platform.

You represent that in accessing and using the ngageN Platform, (i) you are in compliance with all applicable laws; (ii) you are not subject to any financial sanctions, embargoes or other restrictive measures imposed by any governmental authority in any jurisdiction in which the ngageN Platform is available.

By creating an account on the ngageN Platform, you agree to provide accurate, current, and complete account information about yourself, and to maintain and promptly update as necessary your account information.

You undertake not to (and shall not, knowingly or otherwise, authorize, allow or assist any other party to), use the ngageN Platform or your account to:

• Conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing material, junk or chain messages
• Perform unlawful activities that violates any applicable laws (including but not limited to money laundering, terrorism financing and/or fraudulent activities) or immoral activities.
• Engage in any activity which operates to defraud us, other users, or any other person, or to provide any false, inaccurate, or misleading information.
• Upload content that is pornographic in nature, hurt religious sentiments, constitutes hate speech, is immoral or illegal, contains or is infected with viruses, malicious codes, trojan horses or any other harmful or deleterious program.
• Modify or adapt the whole or any part of the ngageN Platform.
• Disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the ngageN Platform or any components thereof.
• Use the ngageN Platform or your account in any manner that would lead to infringement of our, our affiliates’ or any third party’s intellectual property rights,
• Take any action to gain or attempt to gain unauthorized access to the accounts of other users.
• Engage in any other activities deemed inappropriate by us or which is in contravention of these Terms or any applicable laws.

We may, in our sole discretion, refuse, decline, suspend or disable your access or use of the ngageN Platform or your account, including but not limited to, if there is reasonable suspicion by us that the person logged into your account is not you or if we suspect that the account has been or will be used for any illegal, fraudulent, or unauthorized purposes or if you have engaged in activity in violation of these Terms.

We may in our absolute and sole discretion change, update, amend, remove, or discontinue any part of the ngageN Platform at any time without prior notice to you.

By buying or acquiring NFTs on ngageN Platform, you agree to pay all applicable fees as stipulated in the checkout screen at the time of your purchase or acquisition.

You will be responsible for paying any taxes, duties and assessments now and thereafter, claimed or imposed under any applicable law, associated with your use of the ngageN Platform.

Except as permitted by applicable law, you agree and accept that for completed transactions, you shall not claim any refund of any amount/fee paid to buy acquire any NFT on the ngageN Platform.

Unless otherwise indicated by us, all content, and other materials on the ngageN Platform, including, without limitation, the ngageN logo, and all designs, text graphics, pictures, information, data, software, and files relating to the ngageN Platform (the " Content ") belong to us or our affiliates or licensors, as applicable. Content shall not be copied, imitated or used, in whole or in part, without our prior written permission.

We reserve the right to suspend or terminate any account that has actually or allegedly infringed upon any person’s intellectual property rights.

Any content, including but not limited to any copyright, trademark, or logo, represented by an NFT on ngageN Platform is the property of the creator and shall not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property right owner.

When you buy/acquire an NFT on the ngageN Platform, you own a cryptographic token representing the creator’s content. You will buy/acquire the NFT subject to the terms of the NFT Licensing Agreement (NLA) which will be entered into between you and the creator, at the time of purchase/acquisition of the NFT.

ngageN Platform may contain links to third-party websites or applications (collectively, "Third Party Sites") to perform transaction. We do not own or control Third Party Sites. You understand and agree that your use of any Third Party Site is subject to any terms of use and/or privacy policy provided by such Third Party Site. We are not a party to any such agreement. You should review any terms of use and/or privacy policy provided by such Third

Party Site and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

We provides these Third Party Sites only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Sites, or their products or services. You use all links in Third Party Sites at your own risk.

Our Privacy Policy here describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

By using ngageN Platform, you accept and agree to be bound by the Privacy Policy

You understand and agree that your access and use of the ngageN Platform is subject to certain risks including without limitation:

• Price and liquidity of digital assets, including the NFTs, are extremely volatile and may be subject to fluctuations;
• Unintended and/or adverse effects due to technical upgrades or forking of the public blockchain on which the NFT is minted or hosted;
• Legislative and regulatory changes or actions that may adversely affect the use, transfer, and value of the NFTs;
• NFTs are not legal tender and are not backed by any government;
• Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable;
• The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappear;
• NFTs and the content it represents, are subject to the risk of fraud, counterfeiting, cyber attacks and other technological difficulties which may prevent access to or use of your NFTs.

You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. We do not give any advice or recommendations regarding the NFTs. You understand and agree that you access and use the ngageN Platform at your own risk. You understand and agree that we will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using the NFTs or the ngageN Platform

You agree that ngageN Platform and the content contained therein, and the NFTs listed therein are provided on an "as is" and "as available" basis without warranties or conditions of any kind, either express or implied. We make no warranty that the ngageN Platform will (i) meet your requirements; (ii) be available on an uninterrupted, timely, secure, or error-free basis; or (iii) be accurate, reliable, complete, legal, or safe.

We will not be liable for any loss of any kind from any action taken or taken in reliance on material or information contained on the ngageN Platform. We do not represent or warrant that any content on the ngageN Platform is accurate, complete, reliable, current or error-free.

We try to ensure that the content that the NFT represents does not infringe any third party rights. However, you acknowledge and accept that we do not guarantee or assure the originality, uniqueness or quality of any such content. You have no recourse or rights against us in relation to the existence of similar or identical works, or in relation to the infringement of any third party rights.

While we attempt to make your access to and use of the ngageN Platform safe, we do not represent or warrant that the ngageN Platform, the content, any NFTs listed on the ngageN Platform or any other part of ngageN Platform are free of viruses or other harmful components. You acknowledge and accept the inherent security risks of providing information and dealing online over the internet.

To the fullest extent provided by applicable law, we hereby disclaim all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the ngageN Platform and content contained therein. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

To the fullest extent permitted by applicable law, in no event will we be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from these Terms, the ngageN Platform, the NFTs or third party sites and products, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if we have been advised of the possibility of such damages. Access to and use of the ngageN Platform or third party sites are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, in no event shall our maximum aggregate liability arising out of or in any way related to these Terms, the access and use of the ngageN Platform or the NFTs bought/acquired on the ngageN Platform exceed AED 100.

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless us and our 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, from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (i) your access to the ngageN Platform, Content or NFTs, (ii) your breach of these Terms, and (iii) your breach or violation of the rights of a third party, including another user or third party service provider. You agree to promptly notify us of any third party Claims and cooperate with us in defending such Claims.

These Terms are governed by and shall be construed in accordance with the laws of the United Arab Emirates without regard to any choice or conflict of laws rules. Any dispute, controversy or claim, whether contractual or non-contractual, arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, or any other issue which shall arise in virtue of these Terms, shall be referred to and finally settled by arbitration administered by the Dubai International Arbitration Centre ("DIAC") by one arbitrator appointed in accordance with the said rules. The arbitration shall be conducted in Dubai, UAE, and the language of the arbitration shall be English.

The arbitral award shall be final and binding upon the parties and shall be enforceable in any court of competent jurisdiction. The parties hereby waive any right to appeal or review the arbitral award. Each party shall bear its own costs in relation to the arbitration, and the cost of arbitration shall be borne equally by both the parties.

These Terms may from time to time be updated or amended. Such updated Terms as posted will take effect immediately unless otherwise indicated. By continuing to use the ngageN Platform after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the ngageN Platform immediately.

These Terms shall not be waived in whole or in part except where agreed by the parties in writing. The delay of enforcement or the non-enforcement of any of the terms of these Terms by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for any party in these Terms is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

If any provision is adjudicated to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

If you have any questions, need to make an infringement claim, would like to provide feedback, or would like more information about ngageN Platform, please feel free to email us at support@ngagen.com