Terms & Conditions

Dated September 12, 2022

Please read these Platform Terms of Use (the “ Terms” or “Agreement ”). The Terms are a contract between you and Geojam Inc. (“ Geojam”, “we”, “our”, or “us ”), which is applicable and becomes effective as between you and us when you use our mobile applications (“Apps ”), websites (each, a “Site”), including, but not limited to, geojam.com and any other web site hosting our Apps or Sites (regardless of the exact URL), and/or our other services (individually and collectively, the “ Platform”), globally, in existence now or in the future.

You must be and hereby affirm that you are an adult of the legal age of majority in your country and state of residence.{‘ ‘} If you are under the legal age of majority, your parent or legal guardian must consent to this Agreement.

THE TERMS ALSO CONTAIN A BINDING INDIVIDUAL ARBITRATION CLAUSE AND CLASS-ACTION WAIVER PROVISION BELOW. IF YOU ACCEPT THE TERMS, YOU AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. THESE TERMS WILL AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY. YOU MAY HAVE A TIME-LIMITED RIGHT TO OPT OUT.

If you are a user in the European Economic Area, or any other country that does not allow such arbitration agreement, the arbitration clause does not apply to you.

  1. AGREEMENT

    If you buy, download, install, or use the Platform, or otherwise use our services, you agree to be bound by the Terms. By agreeing to the Terms, you are confirming you are an adult of legal age, you understand and accept the Terms (including its dispute resolution terms), and you are legally and financially responsible for all actions using or accessing our Platform and services. If you do not or cannot agree to the Terms, you may not buy, download, install, or use the Platform.

    BY ACCESSING THE PLATFORM: (I) YOU CERTIFY THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE A PARENT’S OR GUARDIAN’S PERMISSION TO ACCESS THE PLATFORM OR YOU ARE AT LEAST 18 YEARS OF AGE AND (II) YOU (OR YOUR PARENT OR GUARDIAN IF APPLICABLE) UNDERSTAND, ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND THAT YOU HAVE READ OUR{‘ ‘} PRIVACY POLICY . YOUR REMEDY FOR DISSATISFACTION WITH THE PLATFORM, OR ANY SERVICES, IS TO STOP USING THE PLATFORM AND/OR THOSE PARTICULAR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS BECOMES EFFECTIVE IMMEDIATELY UPON ACCESSING THE PLATFORM.

    We may modify these Terms at any time, and if we do, we will notify you by email or by posting the modified Terms on the Site or in the App. Please review any modified Terms before you continue using the Platform. If you continue to use the Platform, you are bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use the Platform.

    Please review our privacy policy which describes the types of data we collect from you and your devices, how we use your data, and the legal bases we have to process your data.

    If you breach these Terms we may take action against you, including but not limited to terminating your account and disabling your access to the Platform. You acknowledge that Geojam has no obligation to, and will not, reimburse or refund you for Services lost due to involuntary suspension or termination of your account.

  2. USE OF THE PLATFORM

    1. The Platform

      There are portions of the Platform that we make available to the general public without registering for a User or Creator Account and you may visit and browse those portions, including the public geojam.com website, without charge or obligation. Other areas of the Platform are reserved for Creators or Users who open accounts with Geojam including services of the Platform such as earning $JAM, offering $JAM, or using $JAM for Rewards in the Jam Shop.

      The Platform is offered and made available only to users 13 years of age or older. If your use of the Platform is prohibited or restricted in any way by the laws, regulations, rules or other governmental requirements of the jurisdiction from which you access the Platform or in which you live or reside, or if, for any reason and at any time, you do not agree with all of the terms and conditions contained in these Terms, please discontinue using the Platform immediately.

    2. Third-Party Services.

      Certain functionality such as the redemption of Rewards through participation in particular engagements or registration using third-party platforms like Google, require the incorporation of such respective third-party service (herein a “ Third-Party Service”). GeoJam has no control over the Third-Party Service, and such Third-Party Service may be subject to separate terms and conditions. We are not responsible for how any Third-Party Service may independently process information provided when using such Third-Party Service. Additionally, if any event were to disrupt any functionality provided by any respective Third-Party Service, the Platform may similarly experience a disruption, and we shall not be responsible or liable for any such resulting disruption.

  3. ACCOUNT CREATION

    1. Account Information.

      To access and participate with the Platform and our services you will need to create a User Account if you are a User, or a Creator Account if you are a Creator. You may not create an Account if you are a Disqualified Person (as defined in Section 6.2 below). By creating an Account, you agree to:

      1. provide accurate, current and complete account information as required;
      2. maintain and promptly update related information from time to time as necessary to maintain current account information;
      3. maintain the security of your Account;
      4. accept all risks of unauthorized access to your account and the information you provide to us; and
      5. immediately notify us by using the “Contact Us” or “Help” component of the Platform if you discover or otherwise suspect any security breaches related to the Platform.

      Your Account is personal to you and you are responsible if you allow others to use it. We are not liable for any direct or indirect harm caused or related to the theft or misappropriation or disclosure of all or any portion of your User Account, or your authorization of anyone else to use your User Account. GeoJam does not recognize the transfer of Accounts. You may not purchase, sell, gift or trade any Account, or offer to purchase, sell, gift, or trade any Account, and any such attempt shall be null and void and may result in the suspension, termination and/or forfeiture of the Account.

    2. Digital Wallet.

      Certain aspects of the Platform require the connection and maintenance of a digital wallet capable of storing ERC-721 standard files or other standards as designated by Geojam (“ Digital Wallet”). You have the sole responsibility to (i) establish and maintain, in fully operational, secure and valid status, access to your Digital Wallet; and (ii) maintain, in your fully secure possession, the credentials for accessing your Digital Wallet and the private key for your Digital Wallet. In the event of any loss, hack or theft of any digital asset from your Digital Wallet, including any $JAM, NFT or other fungible or non-fungible token not from the Platform (collectively a “ Digital Asset ”), you acknowledge and agree that you shall have no right(s), claim(s) or causes of action in any way whatsoever against Geojam for such loss, hack or theft of any such Digital Asset.

  4. $JAM, Rewards, and NFTs

    1. $JAM and $JAM Credits.

      $JAM tokens ( “$JAM”) are the fungible utility tokens used to redeem Rewards and make purchases or other transactions on the Platform such as purchasing NFTs. Users can collect $JAM in their User Account by performing social and other actions (“ User Actions”) for Creators or Geojam programs established to earn $JAM, or can otherwise purchase $JAM through applicable cryptocurrency exchanges. For more information about $JAM, the tokenomics, and its utility, please see the whitepaper found at{‘ ‘} https://geojam.com/wp-content/uploads/2021/12/JAM-Whitepaper-Geojam-Official.pdf . In addition, Users may also purchase credits in the App or otherwise through the Platform (“ $JAM Credit(s)”). $Jam Credit purchases are non-refundable and limited to two thousand ($2,000) U.S. Dollars per transaction and ten thousand ($10,000) U.S. Dollars per User before KYC.

    2. Using $JAM and Accessing Rewards on The Platform.

      Users can redeem or otherwise participate to earn Rewards using $JAM on the Platform, subject to the limitations described herein or as further provided by us or Creators with respect to a particular Reward. Users, including users in the same household, are limited to four (4) Jam Shop orders per 30 days rolling period. Creators may offer various Rewards that are not typical services provided by the Creators. Rewards may be one-off or unique prizes, packaged as an NFT, without an established fair market value and which may not be otherwise available in the broad market outside of the Geojam Platform or as a service by the Creator. Creator Rewards are subject to availability and Creators reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue Rewards without notice, even if a User has already placed an order in which case the User will be refunded. The inclusion of a Reward on the Platform at a particular time does not imply or warrant that such Reward will be available at all times.

      EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, GEOJAM, CREATORS AND OUR AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY ARISING FROM OR RELATING IN ANY WAY TO ANY AND ALL REWARDS. EXCEPT AS SPECIFICALLY SET FORTH IN WRITING, GEOJAM, CREATORS AND OUR AFFILIATES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY AND EVERY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY AND ALL REWARDS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

      Notwithstanding anything to the contrary, the respective Creator, not Geojam, is responsible for the Creator Rewards that they post and for resolving complaints related to Creator Rewards or any harm caused or related to fulfillment or information errors. To correct, repair or replace defective Creator Rewards, Users must communicate with the specific Creator. Users agree that their sole and exclusive remedy for defective Creator Rewards lies with the specific Creator and not Geojam. Notwithstanding anything to the contrary, Users agree that their sole and exclusive remedy for defective or non-delivered Rewards is a refund up to a maximum of the amount spent by the User towards the Reward.

    3. Purchase of Digital Assets.

      Through the Platform, Users can spend $JAM to acquire Digital Assets offered by Geojam, Creators, or Users who have purchased and wish to sell such Digital Asset. Transactions on the Platform are recorded on the Blockchain, are final and cannot be reversed. You are responsible for any transactions made using your Account and/or Digital Wallet. Geojam hereby disclaims all liability with respect to any claims, liabilities or damages that may arise as a result of any transactions made using your Account and/or Digital Wallet.

      All transactions on the Platform, including, without limitation purchasing NFTs are subject to transaction fees, including fees that will be distributed to Geojam and used to provide the Service, Rewards, and/or $JAM distributed for User Actions. You acknowledge that under no circumstances will a contract, agreement, sale, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the transaction fees for the given transaction was unknown, too high, or otherwise unacceptable to you. You also acknowledge and agree that the transaction fees are non-refundable under all circumstances.

    4. NFTs.

      Rewards may be packaged as an NFT. NFTs are Digital Assets that are recorded on the Blockchain, linked to Content and/or Creator Content, and are capable of storing rights to redeemable rewards such as digital and/or physical autographs, voice memos, songs, tickets, avatars, merchandise, real-world access, experiences and more. If you are the buyer of an NFT, you own all right, title and interest in and to the NFT while you hold the title to such NFT; however, you do not have any ownership rights to the underlying Content and/or Creator Content linked to such NFT. Redeemable rewards linked to the NFT may only be redeemed once, and when redeemed, such redemption will be recorded on the Blockchain, No subsequent purchaser of an NFT will have any rights to redeem any Reward previously redeemed.{‘ ‘}

    5. Taxes.

      You are responsible for compliance with any and all tax obligations arising from your use of the Platform, $JAM and Rewards and are advised to consult with a tax advisor regarding your specific state, local, federal requirements for your jurisdiction or country. We shall bear no liability or responsibility with respect to any non-Geojam tax obligation. Geojam reserves the right in its absolute and sole discretion if we deem it is within our obligation for compliance with laws to issue you tax forms or disclosures, including but not limited to, Form 1099’s and also to require that you complete any such additional information as may be required for us to comply with governmental requirements. In the event you fail to complete such information in a timely fashion, upon our request to do so, then we may suspend earning $JAM on your Account in accordance with the policy described in the section entitled Account Suspensions and Termination in Section 7 below.

  5. OWNERSHIP AND PROPRIETARY RIGHTS

    1. Geojam IP Ownership.

      You agree and acknowledge that Geojam owns all right, title and interest in and to the Platform and all related Content, including, without limitation, any and all code, algorithms, analytics or metrics derived from performing Services (“ Geojam IP”), and other than your access rights to the Platform and ownership rights to any applicable NFTs you purchase on the Platform, no rights to Geojam IP are granted to you except as otherwise expressly granted by these Terms.

    2. NFT License and Use Restrictions.

      Except as may be otherwise expressly stated in each NFT, subject to continued compliance with these Terms and each license associated with an NFT, each buyer of an NFT is hereby granted, solely for the period of time that you own the applicable NFT, a limited worldwide, revocable, royalty free, non-exclusive, non-commercial, personal, non-assignable, non-transferrable, non-sublicensable right and license under the applicable Content and/or Creator Content linked to such purchased NFT, to publicly display the Content and/or Creator Content (a) for your own personal, non-commercial use; and (b) as part of a marketplace that permits the purchase and sale of your NFT, provided that the marketplace cryptographically verifies each applicable NFT to ensure that you are the actual owner prior to displaying the underlying Content and/or Creator Content. The license granted this Section 5.2 applies only to the extent that you continue to own the applicable NFT and the forgoing license shall terminate upon your sale of the NFT.

      You shall not, nor permit any third party to do or attempt to do any of the foregoing with respect to any applicable Content and/or Creator Content obtained from the Platform: (i) modify the applicable Content and/or Creator Content in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the applicable Content and/or Creator Content to advertise, market, or sell any product or service; (iii) use the applicable Content and/or Creator Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the applicable Content and/or Creator Content in movies, videos, or any other forms of media, except for your own personal, non-commercial use or as expressly authorized by us and/or the Creator as applicable; (v) create any derivatives of the applicable Content and/or Creator Content, (vi) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the applicable Content and/or Creator Content; (vii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the applicable Content and/or Creator Content; or (viii) otherwise utilize the applicable Content and/or Creator Content for your or any third party’s commercial benefit.]

    3. Trademarks.

      Without limiting Section 5.1 above, the names, logos, trade names, trademarks, service marks and other distinctive identifications on or off the Platform, including, without limitation, GEOJAM and / or our stylized logo, and the name of our Platform, Rewards, $JAM, and the $JAM stylized token logo (collectively “Marks”) are the trademarks and intellectual property of and are proprietary to Geojam and its licensors as applicable. In addition, the Creators may have their own trademarks and logos. You have no right to use any of our Marks or those of the Creators, or any confusingly similar marks thereto, for any purpose without the express, prior, written consent of Geojam or the respective Creators.

    4. Feedback.

      You can also submit feedback, comments, and suggestions for improvements to the Platform (“Feedback ”) by reaching out to us on social media or support channels. “Feedback” includes suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly to us that relates to the Platform. If you provide us with any Feedback, you hereby grant Geojam a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation.

  6. PLATFORM ACCESS RIGHTS; USE RESTRICTIONS; AND DISQUALIFIED PERSONS

    1. Access Rights and Use Restrictions.

      Subject to these Terms, Geojam grants you a limited right to use the Platform for your own personal use. As an express condition of your use of the Platform, you represent and warrant to us that you shall not use the Platform for any unlawful purpose or purpose prohibited by these Terms or the laws or regulations in the jurisdiction in which you live or reside or where you may engage in any activity with the Platform. You agree not to use the Platform to:

      1. Violate any law, regulation, or governmental policy in the United States or internationally;
      2. Cheat in any manner to gain a competitive edge to obtain a respective Reward in a manner not intended by Geojam or the respective Creator, whether accomplished using hardware, software, hacking software, using bots or other code to automate actions, or any combination thereof.
      3. Infringe upon or violate intellectual property rights or any other rights of anyone else (including Geojam or a Creator);
      4. Behave in a harmful, abusive, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable manner;
      5. There will be no tolerance for any objectionable content posted to the platform.
      6. Jeopardize the security of your Account or anyone else’s (such as allowing someone else to log into the Platform as you);
      7. Transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
      8. Violate the security of any computer network, or crack any password or security encryption code;
      9. Impersonate or attempt to impersonate another individual, entity, Geojam employee, agent, or another Platform user;
      10. Infringe, in any way, on the rights of others or engage in behavior or activity that is threatening, harmful, discriminatory, or fraudulent;
      11. Copy or store any Platform source code or a significant portion of our content;
      12. Decompile, reverse engineer, or otherwise attempt to obtain source code or underlying ideas or information of or relating to the Platform we provide;
      13. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform or any server, computer, or database connected to the Platform;
      14. Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Platform;
      15. Attack our Platform via a denial-of-service attack or distributed denial-of-service attack;
      16. Use any device, software, bot, or routine that interferes with the proper working of the Platform;
      17. Use any manual or automated process to monitor or copy any of the material on the Platform or for any other unauthorized purpose, including, without limitation, using any automated or non-automated systems to scrape, copy, or distribute content without our prior written consent;
      18. Damage, overburden, disable, or impair the Platform;
      19. Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
      20. Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm or offend Geojam, a Creator, or users of the Platform, or otherwise expose them to any liability; or
      21. Otherwise attempt to interfere with the proper working of the Platform.

      Any violation of any of the above representations and warranties, including use in contravention of these Terms, may subject you to civil liability, criminal prosecution, termination of your User account and all associated benefits as provided herein. If you violate any part of these Terms, then your right to use the Platform and Content may be terminated by Geojam in its sole and absolute discretion.

    2. 20.2. Disqualified Persons.

      You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Platform. If you access or use the Platform outside the United States, you are solely responsible for ensuring that your access and use of the Platform in such country, territory or jurisdiction does not violate any applicable laws.

      You are not authorized to use the Platform if there are applicable legal restrictions in your country of residence that would make the use of the Platform illegal. It is your sole responsibility to ensure that your use of the Platform is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected in any way by any applicable law in your country of residence or domicile. In addition, you are not authorized to use the Platform if you are:

      • a citizen, domiciled in, resident of, or physically present / located in Iran, North Korea, Cuba, Syria, China, Afghanistan, Russia, Central African Republic (the), Congo (the Democratic Republic of the), Libya, Mali, Somalia, Sudan, and Yemen (each an “ Excluded Jurisdiction”);
      • a corporate body: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is under the control of one or more individuals who is/are citizens of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;
      • an individual or body corporate: (i) included in the consolidated list published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list; or (ii) included in the United Nations Lists (UN Lists) or within the ambit of regulations relating to or implementing United Nations Security Council Resolutions listed by MAS and accessible by https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/lists-of-designated-individuals-and-entities and https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/regulations-for-targeted-financial-sanctions; or
      • an individual or corporate body who is otherwise prohibited or ineligible in any way, whether in full or in part, under any law applicable to such individual or corporate body from participating in any part of the Platform.

      If you are not authorized to use the Platform under this Section 6.2, you are deemed a “ Disqualified Person” under these Terms.

  7. ACCOUNT SUSPENSIONS AND TERMINATION

    1. Suspension of Accounts.

      Geojam may, directly or indirectly, suspend, terminate, or otherwise deny your access to or use of all or any part of the Platform, without incurring any resulting obligation or liability, if: (a) Geojam receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Geojam to do so; or (b) Geojam believes, in its discretion, that: (i) you have failed to comply these Terms in any manner, or accessed or used the Platform beyond the scope of the rights granted or for a purpose not authorized under these Terms; or (ii) you have been, or are likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the Platform or any Digital Assets (any such suspension referred to herein as a “ Suspension ”). This Section 7.1 does not limit any of Geojam’s or a respective Creator’s other rights or remedies, whether at law, in equity, or under these Terms.

      In the event of a Suspension, a respective User may not be able to earn any $JAM for User Actions, redeem any Rewards, or otherwise engage in transactions using the Platform, as determined by us at our sole discretion. If and when the Suspension is removed, there will be no retroactive compensation provided to a User for such Suspension. We will notify User of a Suspension via to the current email address and/or other contact options provided by User for its Account. If your User Account access remains suspended for more than 180 days, then we may Terminate the User Account.

    2. Abandoned Accounts.

      In addition, a User shall be deemed by us to have an “ Abandoned User Account” if such User does not login to his or her account at least one time in any given twenty-four-month period. If a User’s account becomes an Abandoned User Account, then we will attempt to notify such User via email and/or other contact options provided by User. If the User does not login to their account at least one time within the subsequent twelve-month period, the User Account may be terminated.

  8. PROCEDURE FOR MAKING COPYRIGHT INFRINGEMENT CLAIMS

    Geojam has adopted the following Copyright Compliance Policy. If you or any User or Creator believes its copyrights have been infringed, the copyright owner (“Complaining Party ”) should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

    1. A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
    2. Identification of the copyrights claimed to have been infringed;
    3. Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
    4. Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s copyrights that is to be removed and information reasonably sufficient to permit us to locate such materials;
    5. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
    6. A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.

    Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), our Designated Agent for notice of claims of copyright infringement can be reached as indicated below.

    Designated Agent for Claimed Infringement:
    Geojam Inc.
    Attention DMCA Notice
    Email: [email protected]

    Once notice is received, we will act expeditiously to review and, if necessary, to remove content on the Platform that infringes the copyrights of others and may disable the access to the Platform and its Services of anyone who uses them to repeatedly infringe the copyrights of others. We are not liable for any such removal and the claims of the Complaining Party may be referred to the United States Copyright Office for adjudication as provided in the DMCA. We take the protection of copyrights, both our own and others, very seriously.

  9. SOCIAL MEDIA INTEGRATION AND POSTINGS

    In order to use all the features of the Platform and for us to capture the completion of tasks performed on social media and music streaming Third-Party Services, we may ask you to Open Authorize (‘OAuth’) respective Third-Party Service account (e.g., Facebook, Spotify, Instagram, etc.) with your Account on the Platform. By OAuth-ing the Third-Party Service, you are giving the Platform certain permissions to access data about you, and also access your account of such Third-Party Service for purposes such as, but not limited to, posting, liking, sharing, and commenting, directly through the Platform. We do not post content that you have not provided, or edit posts that are made through the Platform directly to social media sites. Geojam reserves the right to add any promotion or advertising disclaimer to an action taken if deemed necessary to comply with regulations for posting in certain types of actions. All posts on Third-Party Service are governed by the respective Third-Party Service’s terms and conditions. Your posting on Third-Party Services is entirely at your own risk.

    The Platform does not represent or guarantee the truthfulness, accuracy, timeliness or reliability of your postings. GEOJAM ASSUMES NO DUTY TO MONITOR YOUR POSTINGS. GEOJAM DOES NOT REPRESENT OR GUARANTEE THE TRUTHFULNESS, ACCURACY OR RELIABILITY OF SUCH POSTINGS OR THAT SUCH POSTINGS COMPLY WITH THE TERMS OR CONDITIONS OF THIS TERMS OF USE, THE TERMS OF USE OF THE THIRD PARTY SOCIAL MEDIA SITE OR THE LAWS, REGULATIONS, RULES OR OTHER GOVERNMENTAL REQUIREMENTS OF THE JURISDICTION IN WHICH YOU LIVE OR RESIDE. YOU SHOULD NEVER RELY UPON ANY POSTING AS NECESSARILY BEING TRUE, ACCURATE GENUINE OR LAWFUL.

    You understand, acknowledge and agree that postings originating from any User ID are the sole responsibility of the individual associated with that User ID. THIS MEANS THAT YOU (AND NOT US, CREATORS, THE PLATFORM OR THE THIRD PARTY SOCIAL MEDIA SITE) ARE RESPONSIBLE WHATSOEVER FOR THE CONSEQUENCES OF ALL POSTINGS ON THE PLATFORM OR THIRD PARTY SOCIAL MEDIA SITES ORIGINATING FROM YOUR USER ID.

    User postings do not reflect the views of Geojam, Creators or any Affiliate of Geojam or any Creator. In no event shall Geojam, Creators or any of their Affiliates have or be construed to have any responsibility or liability for or in connection with any User posting whatsoever; provided, however, if we determine, in our sole and absolute discretion and judgment, that any posting does or may violate any of the terms of these Terms, we reserve the right, at any time and without limiting any and all other rights we may have under these Terms, at law or in equity, to: (a) refuse to allow you to post; (b) notify the third party social media site, or (c) use any technological, legal, operational or other means available to us to enforce the provisions of these Terms, including, without limitation, Suspension or terminating your Account on Geojam. If a posting originates from you or your Account, you hereby: (a) represent and warrant that (i) the posting is original to you or fully cleared for use by the copyright owner as contemplated herein, (ii) the posting does not and will not, in any way, violate or breach any of the terms of these Terms or any other Third-Party Service’s terms and conditions, (iii) the posting does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other personal right, or contain any matter the publication or sale of which will violate any law, regulation or other governmental requirement or restriction, (iv) the posting does not contain content which would be deemed unlawful or restricted by law, and (v) the posting shall not be damaging or injurious to Geojam, Creators any Affiliates or any User. In addition, if your posting incorporates the name, logo, Creator, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right to make such posting.

  10. DISCLAIMER; LIMITATIONS OF LIABILITY

    1. Disclaimers.

      EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY GEOJAM, THE PLATFORM, CONTENT, NFTS AND ANY OTHER REWARDS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. GEOJAM AND CREATORS DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PLATFORM, CONTENT, NFTS AND ANY OTHER REWARDS. GEOJAM DOES NOT REPRESENT OR WARRANT THAT REWARDS ON THE PLATFORM ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. GEOJAM CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD FROM THE PLATFORM. GEOJAM CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

      YOU UNDERSTAND THAT THE PLATFORM UTILIZES BLOCKCHAIN TECHNOLOGY AND AS A RESULT, THE PLATFORM, $JAM, AND CERTAIN REWARDS LIKE NFTS ARE SUBJECT TO INHERENT RISKS FURTHER OUTLINED IN SECTION 12 BELOW. YOU HEREBY ACKNOWLEDGE AND ACCEPT SUCH RISKS, AND GEOJAM DISCLAIMS ANY AND ALL LIABILITY RELATED TO SUCH ASSUMED RISKS. WE SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE PLATFORM OR YOUR DIGITAL WALLET, INCLUDING, BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR LOST PRIVATE KEYS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED DIGITAL WALLET FILES; OR (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING, OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, BLOCKCHAIN, OR YOUR DIGITAL WALLET.

    2. Downtime.

      Geojam uses commercially reasonable efforts to provide access to the Platform in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in providing access to the Platform may occur due to a variety of factors, including planned outages to maintain and enhance the Platform, as well as outages outside of Geojam’s control (collectively “Downtime ”). If the Platform is unreachable due to Downtime, then you may not be able to use $JAM on the Platform, engage in User Actions through the Platform, or otherwise use the Platform as intended. Geojam shall not be liable or responsible to you for any inconvenience, losses or any other damages as a result of Downtime, including your inability to earn, purchase or otherwise use a Digital Asset that is no longer available following the Downtime. You hereby waive any claim against Geojam resulting from any Downtime.

    3. Third-Party Service APIs.

      In some cases, Geojam integrates directly with Third-Party Services through an applicable application program interface (“ Third-Party APIs”). You acknowledge that Geojam has no control over the uptime and functionality made available through Third-Party APIs and as such certain aspects of the Platform could incur an outage outside of Geojam’s control, and certain aspects of the Platform’s functionality could be impacted by changes of features made available through Third-Party APIs.

    4. Export Compliance.

      Geojam makes no representation that any portion and part of the Platform is legal or appropriate for use outside of the United States of America or may be exported from the United States of America or for import into any foreign country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction inside and outside of the United States of America from which you may access the Platform, including without limitation such laws governing rewards, offers, sweepstakes, gift cards, coupons and gift certificates with expiration dates that are associated with any offer or Reward.

    5. Limitation of Liability.

      YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE PLATFORM, GEOJAM CREATORS OR, ANY AFFILIATES, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE PLATFORM OR FROM THIS TERMS OF USE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. These exclusions apply regardless of the theory of liability, or whether related to your use or inability to use the Platform, or otherwise. These exclusions apply even if either party has been advised of the possibility of such damages. To the maximum extent allowed by law, the maximum liability of Geojam (which includes, collectively, its Affiliates, officers, directors, employees, agents, suppliers and licensors) to you shall not exceed five hundred dollars ($500.00). This limitation of liability applies whether the claims are contract, tort (including negligence), or otherwise. This limitation of liability for the Platform is in the aggregate and not per incident. Neither party may bring a claim under these Terms more than twelve (12) months after the event that creates the action or claim. Some jurisdictions do not allow for the limitations on damages and remedies. For that reason, some of the limitations described above may not apply to you.

  11. ASSUMPTION OF RISK

    Assumption of Risk. You hereby acknowledge and assume the risk of using and making purchases through the Platform as it relates to the Blockchain, NFTs and other Digital Assets like $JAM, and you take full responsibility and liability for the outcome of actions initiated through your Account. Assumed risks include:

    1. The value of fungible and non-fungible tokens such as the Digital Assets are subjective . The potential value of the Digital Assets are subjective in nature and subject to volatility and fluctuations in the price of cryptocurrency and adoption of the respective Blockchain and underlying technology.
    2. Regulatory uncertainty. The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrencies, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Platform and the utility of the Digital Assets.
    3. Blockchain technology risk. There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your Digital Wallet or Account.
    4. Digital asset risks. There are risks associated with purchasing Digital Assets such as NFTs, including but not limited to, the risk that the original Creator Content is vulnerable to metadata decay, bugs in smart contracts, and issues that may interfere with viewing the associated image related to such applicable NFT. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any Digital Asset on the Platform, including any applicable NFT.
    5. Third-Party Services. We do not control third-party services like the applicable, Digital Wallets, or other Third-Party Services that you may be interacting with and we do not control third-party smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains.
    6. Third Party Content Storage and Linking Dependencies. Digital files of the Content and Creator Content typically associated with the respective NFT are linked through IPFS using an IPFS node operated by a Third-Party Service. We have no control over these Third-Party Services, including but not limited to our storage provider, IPFS, or the IPFS Node, nor can we guarantee that such Third-Party Service will always be available. If there is any failure of such Third-Party Service, you may not be able to view images associated with a purchased NFT.
  12. INDEMNIFICATION

    To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Geojam, Creators, and any respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, Affiliates, representatives, predecessors, successors and assigns (individually and collectively, the “ Indemnified Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, reasonable 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 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 (a) your use or misuse of the Platform, Rewards, Content or $JAM, (b) any Feedback you provide, (c) your postings on Third-Party Services or any content you provide, submit or make available on or through the Platform, and (d) your violation of these Terms. You agree to promptly notify Geojam of any third-party Claims and cooperate with the Indemnified Parties in defending such Claims. You further agree that the Indemnified Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written Terms of Use between you and Geojam.

  13. DISPUTE RESOLUTION

    PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.

    Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court. If you live in the United States or another jurisdiction which allows you to agree to arbitration, you and Geojam agree to arbitrate all Disputes (defined below) regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

    You and Geojam shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “ Dispute”). If you and Geojam are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by both parties, such Dispute shall be finally settled by binding arbitration as provided below.

    Any Dispute not resolved within ninety (90) days as set forth above shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by mutual Terms of Use of the parties. The number of arbitrators shall be one who shall be selected by Geojam. The seat, or legal place, of arbitration shall be New York City. The language to be used in the arbitral proceedings shall be English. The governing law of the Terms shall be the substantive laws of the State of New York, USA applicable to contracts made, executed and wholly performed in that State. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitral proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The arbitration award shall be final and binding on the parties. The parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

    Geojam will pay its arbitration costs as required by the Arbitration Rules and, in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your arbitration filing and hearing fees as the arbitrator deems is necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation. Each side shall pay his, her, or its own attorneys’ fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees and/or litigation costs, in which case the arbitrator shall award fees or costs as required.

  14. DEFINITIONS

    The following terms have the following meaning where used herein in the Terms:

    Account” refers to a User Account or a Creator Account as applicable to you.

    Affiliates” means a party’s subsidiaries, successors, assigns, or owners, and any company that has a business relationship with them, including without limitation, managers, entertainers, agents, companies, distributors, vendors, suppliers, licensees and any of their shareholders, officers, directors, employees, attorneys, accountants or other representatives.

    A “Creator” refers to any Person who has a user or fan base and is an artist, performer, celebrity, entertainment venue, or company that offers products and/or services for sale.

    A “Creator Account” is an account on the Platform intended for Creators with additional functionality to engage with Users through the Platform and reward Users for their engagement and loyalty.

    Creator Content” Creator Content includes materials, intellectual property, design, text, images, photographs, illustrations, audio and video material, media files, artwork, graphic material, articles, databases, proprietary information, writings, music, animations, videos, sound recordings, voices, computer graphics and visual effects, as well as any accompanying documentation or other written materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements that may be linked to an NFT sold on the Platform or otherwise made available as a Reward.

    Content” means content, media, web applications, mobile applications, materials, intellectual property, design, text, images, photographs, illustrations, audio and video material, media files, artwork, graphic material, articles, databases, proprietary information, writings, music, animations, videos, sound recordings, voices, computer graphics and visual effects, as well as any accompanying documentation or other written materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements of the Platform, including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced.

    NFT” means the non-fungible tokens that are made available on the Platform by Geojam, a Creator, or a User.

    Person” refers to any individual person, corporation, limited liability company, partnership, sole proprietorship, trust, association or other entity.

    Rewards” include, but are not limited to, unique merchandise, prizes, and experiences furnished by Creators or Geojam-provided rewards and experiences. Both Geojam and Creators have flexibility to use the Platform to offer many kinds of unique prizes and one-of-a-kind Rewards, many of which are not generally for sale or available as a service by the Creator. The place where Users can use $JAM to get Rewards from Creators and Geojam is referred to herein as the “Jam Shop .”

    Services” means any features, functions, services, content, rewards, offers or other information available on or through the Platform,

    User” refers to any person, fan, or entity that has a standard account (“User Account”) on the Platform that can be used to earn or redeem $JAM.