Modified: December 15, 2021

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

1. REAPER SERVICES.

Reaper is a decentralized distributed application on a blockchain network, using smart contracts to enable its Users to vote on, buy, sell, transfer, and share unique digital rewards.

1.1 Reaper Blockchain. The Reaper Blockchain allows each User to store digital assets on the Reaper Blockchain public ledger that allows for decentralized, immutable record of ownership. The Reaper Blockchain is a smart contract on the XRPL.

2. PAYMENT TERMS.

2.1. Blockchain Transaction Fees.

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

2.2. 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.

2.3. Taxes.

The User is responsible for any taxes, and the User will pay for services without any reduction for taxes. If the User is required by law to withhold any taxes from its payments, the User must provide Reaper 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 Reaper) for any taxes, interest, penalties or fines which may arise from any mis-declaration made by the User. The User shall pay Reaper for all taxes and governmental fees Reaper is required to collect or pay upon sale or delivery of Reaper Services.

POTENTIAL USERS OF NFTS OR DIGITAL REWARDS, INCLUDING BUT NOT LIMITED TO RPR, 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.

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 Reaper is not responsible for the selection or timing of blockchain protocols, nor is Reaper responsible for the protocols selected for use in connection with Reaper Services. The User is solely responsible for these decisions and shall monitor and allocate strategies through the User’s Reaper devices.

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 Reaper and any other login for the Reaper Services. Login credentials generated for the User by Reaper 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. Blockchain Network Risk.

The User represents and warrants that the User accepts the risks of blockchain protocol and network, including instability, congestion, high transaction costs, 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 Blockchain Transaction Fees or Third Party Fees. The User represents and agrees that Reaper is not responsible for any diminished Reaper Services, related features, or capabilities resulting from blockchain network risk. In the event of a material increase or decrease to Blockchain Transaction Fees, Third Party Fees, or operational degradation, congestion, failure or other disruption of the blockchain network used by the User, Reaper may, at its sole discretion and upon notice to the User, make any adjustments to the Reaper Services.

3.4. Blockchain Modification Risk.

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

3.5. Trade Compliance.

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 Ownership Restrictions.

User acknowledges and agrees that Reaper, or third party contact 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 the), 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 or Reaper Blockchain 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 are the property of its owners or licensors, and all trademarks, service marks, and trade names are proprietary to its owner or licensors. Except as expressly set forth herein, the use of the Reaper Services does not grant User any ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through Reaper.  Notwithstanding the foregoing, 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. Ownership of the NFT is mediated entirely by the smart contract: at no point may Reaper seize, freeze, or otherwise modify the ownership of the Platform Asset.  Subject to the continued compliance with the terms and conditions (only where the Platform has the right to offer same AND for only as long as the User still owns the Platform Asset), the User is granted with a worldwide, non-exclusive, non-transferable, royalty-free license to use and display the art underlying the Platform Asset solely for the following purposes: (1) for the User’s personal, non-commercial use; (2) as a part of the Platform Auction that allows for the purchase and sale of Platform Assets or on the Platform itself (if applicable), or; (3) as the party of a third-party marketplace or application that allows the User to transfer its User’s Platform Asset and permits the inclusion, involvement, or participation of the Platform Asset.

3.7 Children.

USER AFFIRMS HE/SHE IS OVER THE AGE OF 13, AS REAPER SERVICES ARE NOT INTENDED FOR CHILDREN UNDER AGE 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN USER AGREES TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH USER AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. USER AGREES TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF REAPER SERVICES, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

3.8 Responsibility for Conduct.

User takes responsibility for all activities for its use of the Reaper Services, and User accepts all risks of any authorized or unauthorized access to Reaper, to the maximum extent permitted by law. User represents and warrants that the User is familiar with and accepts the risks associated with digital Apps and private keys, including the risks described herein. User is solely responsible for its own conduct while accessing or using the Reaper Services, and for any consequences thereof. User agrees to use the Reaper Services and Reaper Blockchain for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, User may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the Reaper Services any content that infringes the intellectual proprietary rights of any party; (v) use the Reaper Services to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere with other users’ enjoyment of Reaper or Reaper Blockchain; (viii) exploit the Reaper Services for any unauthorized commercial purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the Reaper Services; (x) remove any copyright, trademark or other proprietary rights notices contained in or on Reaper Services or Reaper Blockchain or any part of it; (xi) reformat or frame any portion of the Reaper Services; (xii) display any content on the Reaper Services or Reaper Blockchain that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Reaper Services or the content posted on the Reaper Services, or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; (xv) trick, defraud, or mislead Reaper or Users, with specific to an attempt to learn sensitive account information; (xvi) attempt to impersonate another User; (xvii) attempt to bypass any security measure of the Site; (xvii) copy or adapt the Site; or, (xviii) disparage, tarnish, or otherwise harm, in Reaper’s sole discretion and/or the Site.

3.9 Representations Made By User.

User acknowledges and agrees that the Reaper Services ARE NOT being sold as an investment by or of Reaper.  THE USER UNDERSTANDS THAT ANY REPRESENTATIONS MADE BY THE USER AT ANY TIME THAT ANY OF THE REAPER SERVICES ARE AN INVESTMENT IN REAPER (OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IN GENERAL) TO OTHERS IN A DIRECT ATTEMPT TO MARKET REAPER 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 Reaper.

4. TERMINATION

4.1. General.

Reaper may suspend or terminate the User’s right to access or use Reaper Services immediately and without notice if: (i) Reaper determines the User’s use of the Reaper Services poses a security risk to Reaper Services or any third party, could adversely impact Reaper, Reaper Services, Reaper Blockchain or any other Reaper users, or could subject Reaper, 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 Reaper 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 Reaper’s discretion.

4.2. Effect of Suspension.

If Reaper suspends the User’s right to access or use any portion or all of the Reaper Services, the User shall remain responsible for all fees and charges the User incurs during the period of suspension, including any Maintenance Fees and Blockchain Transaction Fees; and the User may be in violation of the User’s hosting agreement or the blockchain 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 Reaper Services. User agrees to pay any fee charged by Reaper to reconnect the Reaper Services.

4.3. Effect of Termination.

If Reaper terminates the User’s right to access or use any portion or all of the Reaper 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 Reaper incurred through the termination date.

5. GOVERNANCE

5.1. Advisory Board. The Reaper Blockchain may have an advisory board.

5.2. Voting for Reaper Blockchain Updates and Amendments. The Reaper Blockchain may have voting protocols.

5.3. Consensus Nodes. The Reaper Blockchain may have consensus nodes, which approve and validate transactions, and contribute to the security and stability of the network.

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

6. PUBLICITY

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

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (i) it has full power 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 Reaper Services. USER ACKNOWLEDGES AND AGREES THAT USER DOES NOT RESIDE IN ANY REGION THAT EXPLICITLY BANS THE USE OF DIGITAL ASSETS IN ACCORDANCE WITH GAMBLING LAWS.

8. DISCLOSURES & RISKS

8.1 Notification. Reaper notifies each User of certain disclosures and risks associated with blockchain NFT and digital rewards and their associated technology and protocols. Reaper Services are not an investment product, and no action, notice, communication by any means, or omission by Reaper shall be understood or interpreted as such. Reaper has no influence whatsoever on the Reaper Blockchain, the transactions and consensus protocols, or the NFTs or digital rewards. The use of Reaper 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 blockchain or digital reward, including the Reaper Blockchain.

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. Reaper cannot guarantee or warrant the value of any NFT, digital reward or blockchain, including the Reaper Blockchain, and explicitly warns the User that that there is no reason to believe that any NFT or blockchain 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 blockchain rewards.  The regulatory status of cryptographic tokens, digital assets and blockchain 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, blockchain technology and its applications.  Such changes could negatively impact the Reaper Services in various ways, including, for example, through a determination that any of the above are regulated financial instruments that require registration. Reaper may cease any distribution of any of the above, the development of the Reaper 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 Reaper 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 Reaper and/or pursue enforcement actions against Reaper. Such governmental activities may or may not be the result of targeting Reaper in particular. All of this may subject Reaper to judgments, settlements, fines or penalties, or cause Reaper to restructure its operations and activities or to cease offering certain products or services, all of which could harm Reaper’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Reaper 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.

9. DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REAPER, 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. REAPER, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING BLOCKCHAIN DATA, NFT AND DIGITAL REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USE OF REAPER SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING ITS CUSTOMER DATA AND DIGITAL REWARDS. NEITHER REAPER, ITS AFFILIATES, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF REAPER SERVICES, REAPER BLOCKCHAIN, OR ANY OTHER SUPPORTED BLOCKCHAIN WILL BE ERROR-FREE OR UNINTERRUPTED. REAPER, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM BLOCKCHAIN NETWORK AND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY IN TURN RESULT IN THE INABILITY TO PROCESS TRANSACTIONS ON ANY BLOCKCHAIN AT ALL OR WITHOUT INCURRING SUBSTANTIAL FEES.

10. LIMITATION OF LIABILITY

10.1. Limitation of Indirect Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REAPER 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 REAPER 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 REAPER’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 REAPER NOR ITS AFFILIATES OR SUPPLIERS, MAY BE HELD LIABLE UNDER THESE TERMS & CONDITIONS FOR MORE THAN THE AMOUNT PAID BY THE USER TO REAPER 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 REAPER SERVICES.

11. INDEMNIFICATION

Unless prohibited by applicable law, the User will defend and indemnify Reaper 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 Reaper 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 Reaper, 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 User’s consent, Reaper 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 Reaper may be a party.

12.2. 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 Reaper sites or Reaper 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 Austin, Texas, 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 Austin, Texas, 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 Reaper and the User agree that Reaper may bring suit in any court of law to enjoin infringement or other misuse of Reaper’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 Austin, Texas, USA. The User and Reaper 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. 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.

12.3. Entire Agreement.

These Terms & Conditions sets out all the terms agreed between the parties and supersedes 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 Reaper sites.

12.4. Force Majeure.

Reaper 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 results 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 blockchain (e.g., a “hard fork” or “soft fork”).

12.5. Governing Law.

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

12.6. 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.

12.7. Notices to the User and Reaper.

Reaper may provide any notice to the User under these Terms & Conditions by: (i) posting a notice on Reaper Site; or (ii) sending a message to the email address associated with the User’s account. Notices provided on Reaper 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 Reaper notice under these Terms & Conditions, the User must contact Reaper at: https://thereaper.io/contact/. Reaper may update the address for notices by posting on the Reaper Site.

12.8. 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