Terms and Conditions

1. Acceptance of Terms

By accessing or using the website ("Site") or online application ("App") provided by Quiztalent.com ("QT," "we," "our," "us"), you ("User," "you") agree to be bound by these Terms and Conditions ("Terms").

If you do not agree, you must not use the Site or App.

You must be at least 18 years old to use our Services.

2. Description of Services

QT offers access to an educational free-to-play skill-based game and related software and protocol services ("Services") to crypto-savvy users, focusing on quizzers and talented trivia fans.

Our Services include:

• Backend and frontend software code that provides UI/UX services through internet web browsers on the desktop and a Progressive Web Application (PWA) on mobile;

•Interaction with an online profile displaying a profile picture (PFP) and settings off-chain: includes token-gated user data linked to your embedded self-custody wallet and a tokenized digital avatar, which records score history and represents player seats for the purpose of building your own team onchain. Note: no custody account is established, and QT does not hold or manage any third-party funds;

• Network infrastructure services, including connectivity to decentralized applications (Dapp/DApp), Decentralized Finance (DeFi) applications, and Web3 communication;

• Interaction with onchain virtual/digital goods (including, but not limited to, collectibles, merchandise, creative designs, visual artwork, user-generated content, certified scorecards, and player seats in the form of “Non-Fungible Tokens” or “NFTs”);

• Blockchain-based transaction support via third-party wallets (i.e., embedded or external wallets) and non-custodial smart contracts (i.e., QT does not act as a contracting party for payment processing);

• Loyalty rewards through non-monetary Airdrop Points.

We provide a non-custodial service — we do not hold your cryptocurrency or control your wallets.

Third-party tools (e.g., self-custody cryptocurrency wallets such as self-hosted wallets by Privy or MetaMask, and related non-custodial smart contracts) are integrated but are not controlled by QT.

3. Important Disclaimers

• We do not provide financial solicitation or promote investment activities.

• We do not offer investment products, digital assets, or securities.

• We do not offer investment contracts or tokenized shares of a commercial enterprise, and no liquidation preference rights, dividends, or voting rights are provided.

• Using the non-custodial smart contracts does not constitute a payment transaction with the prospect of a monetary advantage promised by a commercial enterprise.

• We do not issue new ERC-20 tokens, but users may pay using existing ERC-20 tokens (e.g., ETH, USDC); in-app purchases involve onchain virtual/digital goods (i.e., NFTs) linked to payment tokens openly available on public blockchains.

• We do not facilitate money games, drawings, betting, wagering, or any gambling activities.

• Specifically, we do not offer a monetary stake in the game of skill (no game of luck or chance); the purchase of virtual/digital goods is not required to win.

• We do not offer prizes of monetary value, only awards of non-monetary value.

Our Services are intended for online entertainment purposes and social recreation, including multiplayer electronic sports (esports), community-driven party gaming, and mind sports activities (i.e., quizzers playing trivia games for free, building teams onchain, and transferring team members or associated virtual/digital goods — such as collectibles, merchandise, creative designs, visual artwork, user-generated content, certified scorecards, and player seats — using NFTs), and are therefore designed to be exempt from gambling-related provisions, where applicable.

Use our Services at your own risk.

4. Self-Custody Wallet and Blockchain Transactions

When you use our blockchain-connected features:

• You are solely responsible for managing your self-custody wallet (also referred to as “self-hosted wallet”);

• You are solely responsible for backing up your self-custody wallet by exporting your credentials into another external wallet;

• You are solely responsible for creating your self-custody wallet and saving the private key immediately after registration via our Services;

• You are solely responsible for remembering, writing down, and storing the password recovery phrase online or offline to retain access to any of your cryptocurrency and/or virtual/digital goods;

• QT cannot retrieve lost wallets, cryptocurrency, or credentials;

• You are also solely responsible for managing the credentials of your social logins and any other login details to our Services.

All transactions are final and cannot be reversed.

QT is not liable for transaction failures, losses, or incorrect transactions on public blockchains.

Blockchain transactions may involve gas fees and smart contract charges, which you must review and accept before proceeding.

5. Onchain Virtual/Digital Goods, Payment Tokens, Fees, Charges, Royalties and Airdrop Points

• NFTs are onchain virtual/digital goods (i.e., non-fractional NFTs based on the ERC-721 token standard).

• Payment tokens linked to onchain virtual/digital goods are recorded on public blockchains.

• The blockchain services linked to our Site or App involve transactions that incur gas fees and smart contract charges, which you must review and accept before proceeding.

• Interactions with in-app minting, purchasing, and selling virtual/digital goods via the auction and transfer markets refer to peer-to-contract and peer-to-peer transactions utilizing self-custody wallets without relying on a commercial enterprise, financial intermediary, primary or secondary financial market, or central authority, including centralized exchanges (CEX) or any other third-party Centralized Finance (CeFi) applications.

• Users may receive royalties from the resale of their NFTs, with such payments directed exclusively to their self-custody wallets. These incentives are resale-based, transaction-dependent commissions. They are entirely discretionary, non-guaranteed, and do not constitute investment returns or financial promises of any kind. The royalty logic is embedded in non-custodial smart contracts and operates according to publicly accessible onchain code, which is independent of QT’s infrastructure but functionally aligned with the Terms governing our off-chain Services and informed by the “Code is Law” principle (Lessig, 1999). In conjunction with loyalty rewards, promotional features such as sponsorships, and oracle-driven price quotation mechanisms, these smart contract functions may allow users (e.g., players, creators, editors) to engage with, manage, and monetize their virtual/digital goods (including, but not limited to, collectibles, merchandise, creative designs, visual artwork, user-generated content, certified scorecards, and player seats), provided that such engagement complies with applicable laws and these Terms.

• Airdrop Points are loyalty points only. They have no monetary value, are non-transferable, and may be canceled or changed at any time without notice.

For the avoidance of doubt, users must be the beneficial owners of the cryptocurrency payments involved, as well as the associated cryptographic addresses and self-custody wallets.

6. Legal Compliance

• To comply with international sanction programs, QT enforces geographical restrictions through technical means, employing strict geo-blocking methods, especially when anomalies occur and Users are reasonably suspected of non-compliance by attempting to circumvent access barriers (e.g., by using VPN connectivity).

• To prevent crime and combat terrorism, and to meet international auditing and accounting standards, B2B payment transactions involving QT and third parties — including external wallets (i.e., self-custody wallets) and the technical maintainer of the non-custodial smart contracts — adhere to standard Anti-Money Laundering (AML), Counter-Terrorist Financing (CTF), Source of Funds (SOF), and Know Your Customer (KYC) compliance procedures.

• To observe local tax laws, it is your sole responsibility to determine whether, and to what extent, any taxes apply to any transaction you conduct through your self-custody wallet connected to this Site or App, and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities.

7. Prohibited Use

You agree not to:

• Use the Services for illegal, fraudulent, or prohibited activities;

• Interfere with the operation of the Site or App;

• Circumvent geo-blocking measures;

• Violate applicable laws or third-party rights.

If you breach these Terms, we may suspend or terminate your access immediately.

8. Jurisdictions and Restrictions

Our Services are not available to persons:

• In the State of New York, the State of Washington, or any jurisdiction sanctioned by Canada, the U.S., or any jurisdiction sanctioned by the United States Treasury’s Office of Foreign Assets Control or by member countries of the European Free Trade Association (EFTA) and the European Economic Area (EEA), and/or by the United Nations, or any other jurisdiction that we determine to present a high risk of fraud;

• Under 18 years of age.

You shall not use our Services if you reside or are present in one of the prohibited jurisdictions, and agree not to access the Services if you are located in a restricted jurisdiction.

9. Intellectual Property

All content, trademarks, software, and materials available through our Site or App are owned by QT or licensed to us.

You are granted a limited, non-exclusive, non-transferable license to use the Services for personal, non-commercial purposes.

You may not copy, modify, distribute, or create derivative works without our permission.

10. Privacy

Your personal data is handled according to our Privacy Policy (available on our Site or App).

11. No Warranties

The Services are provided "as is" and "as available" without warranties of any kind.

We do not guarantee:

• Uninterrupted or error-free service;

• Security of blockchain transactions;

• Future availability or value of onchain virtual/digital goods or Airdrop Points.

You use the Services at your own risk.

12. Limitation of Liability

QT shall not be liable for:

• Lost funds, failed transactions, or third-party wallet errors;

• Unauthorized access to your user profile or self-custody wallet;

• Any indirect, incidental, or consequential damages.

To the fullest extent permitted by law, QT’s maximum total liability to you shall not exceed USDC $100.00.

13. Indemnification

You agree to indemnify and hold harmless QT and its affiliates from any claim, demand, loss, liability, or expense arising out of:

• Your use of the Services;

• Your violation of these Terms or applicable law;

• Your breach of third-party rights.

14. Termination

We may suspend or terminate your access to the Services at any time, with or without cause.

You may stop using the Services at any time.

Upon termination, you retain access to your own self-custody wallet, onchain virtual/digital goods, and cryptocurrency via the public blockchain.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of British Columbia, Canada.

All disputes shall be resolved by arbitration under the Rules of the British Columbia International Commercial Arbitration Centre. The seat of arbitration shall be Vancouver, BC, and the proceedings will be in English.

Before starting arbitration, you agree to try resolving any disputes informally by contacting us.

16. Changes to Terms

We may modify these Terms at any time.

When we make material changes, we will update the "Effective Date".

Your continued use of the Services after changes means you accept the revised Terms.

17. Contact Us

If you have any questions, please contact us via our Site or App.

Effective Date: April 30, 2025

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