BlockCellar | Terms of Service

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Updated 11 September 2024

Summary of Material Changes

TAX RESPONSIBILITY

You are fully responsible for determining, reporting, and paying all applicable taxes associated with your use of the BlockCellar Platform. This includes sales, VAT, customs duties, and other taxes, both domestic and international. BlockCellar will not provide tax advice or withhold taxes on your behalf.

THIRD PARTY PAYMENT PROCESSING

All credit, debit, Apple Pay, and Google Pay transactions on BlockCellar are processed by Coinflow Labs and are permanent and non-reversible. Coinflow reserves the right to limit or decline transactions at its discretion. BlockCellar is solely responsible for fulfilling its obligations to users, and there may be restrictions on reselling or redeeming assets until the chargeback period (typically 120 days) has passed. By using these payment methods, you agree to both BlockCellar and Coinflow's terms and policies.

SHIPPING LOCATIONS - EXHIBIT 2

BlockCellar allows users in approved countries, states, or territories to redeem their physical-backed tokens, subject to specific terms.

RETURNS OR EXCHANGES

Digital Assets: All blockchain transactions on BlockCellar are final and immutable once recorded. By proceeding, you acknowledge waiving any cooling-off period under local laws. Transactions cannot be reversed, modified, or canceled after confirmation.

Redeemed Assets: If a redeemed item doesn't match the unique identifier (LWIN18 or equivalent) of the Physical-Backed Token (PBT), notify BlockCellar within five days with the required details. BlockCellar may replace the item or credit your Wallet. Retain all packaging as it may be needed for claims. Damaged items must also be reported within five days, and similar procedures apply. BlockCellar does not guarantee a suitable replacement due to the unique nature of PBTs. No refunds or exchanges are offered for corked wines or those not meeting personal taste preferences.

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BlockCellar^SM is a Service Mark of BlockCellar, LLC (“BlockCellar”, “us”, “we”, “our”, “Company”). These Terms of Service (“Terms”) govern your access to and use of the BlockCellar Platform (“Platform”). Use of the Platform is conditional upon your acceptance of these Terms. If you do not agree with or cannot comply with the Terms, you may not access the Platform.

For the purposes of these Terms, “you”, “your”, “user”, “buyer”, and “seller” means you as the user of the Platform. If the Platform user is a legal entity other than an individual then “you” includes that legal entity, and that you attest that 1) you are authorized to bind that entity to these Terms, and 2) are authorized to bind that entity in a digital contract (e.g., smart contract on the Ethereum or Polygon blockchain).

We reserve the right to amend, modify, or change these Terms at our discretion without notice. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as providing a Summary of Material Changes immediately following the “Updated” date. It is your responsibility to review from time-to-time these Terms. Continued use of the Platform shall constitute your consent to such changes.

PLEASE READ THESE TERMS OF SERVICE. IT IS IMPORTANT THAT YOU UNDERSTAND THESE TERMS OF SERVICE BECAUSE THEY IMPACT YOUR LEGAL RIGHTS. AS OUTLINED BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTE TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION, NOT BY A JUDGE OR JURY.

ANY INFORMATION PROVIDED BY BLOCKCELLAR IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE FINANCIAL ADVICE, INVESTMENT ADVICE, OR ANY TYPE OF ADVICE. BLOCKCELLAR IS NOT A FINANCIAL INSTITUTION, BROKER, CREDITOR, EXCHANGE, OR ADVISOR. WE DO NOT HAVE CUSTODY OF ANY PHYSICAL-BACKED TOKEN ON THE PLATFORM AND DO NOT EXECUTE ANY PURCHASES, SALES, OR TRANSFERS OF YOUR PHYSICAL-BACKED TOKEN.

ACCESSING THE PLATFORM

To access and transact on the Platform, you will need to control a blockchain address and/or a blockchain wallet (“Wallet”) which serves as your account and identity on the Platform. Upon connecting a Wallet to the Platform, you may be required to provide us with a legitimate email address and your country of residence. We may require verification of your identity and eligibility to access the Platform. You acknowledge and agree that you may be prevented from transacting on the Platform if we are unable to verify your identity. BlockCellar reserves the right to refuse service to anyone, for any reason or no reason, and at any time.

By accessing the Platform, you agree that you 1) will comply with these Terms, 2) will comply with all applicable laws and regulations while using the Platform; 3) are not located in a country or territory subject to U.S. Government sanctions; 4) are not a Specially Designated National or are included on any U.S. Government list of prohibited, sanctioned, or restricted parties; 5) are above the age of majority in your jurisdiction; 6) are the authorized user of the Wallet used to transact on the Platform; and 7) are accessing the platform from a BlockCellar-approved country or territory. A list of BlockCellar-approved countries or territories may be found in Exhibit 1 at the end of these Terms of Service.

PLATFORM AND SERVICES

BlockCellar provides the tools, methods, interfaces, and resources that enable Users to engage in decentralized peer-to-peer transactions on public blockchains. The Platform allows Users to create, list, market, mint, buy, sell, transfer, and redeem physical-backed tokens ("Services"), in compliance with applicable laws and these Terms. As an intermediary platform, BlockCellar solely facilitates transactions and does not, either directly or indirectly, implicitly, or otherwise, endorse or promote any improper trade practices by its Users.

BlockCellar Physical-Backed Tokens (“PBT”) are a subcategory of Non-Fungible Tokens (“NFTs”) that represent a contingent claim on a physical item (“Item”). More specifically, a PBT is a smart contract that represents ownership of a unique digital file stored on the InterPlanetary File System (“IPFS”) or other File Storage Platform. This file may contain metadata (e.g., name, producer, vintage, wine type, varietal, volume, unique identifier, PBT-specific Terms and Conditions, etc.) that identifies the specific physical Item associated with the PBT. BlockCellar reserves the right, and without notice and in our discretion to update or modify the metadata and/or image associated with the Physical-Backed Token. Such modifications are purely cosmetic and do not affect the owner's contingent claim the physical item.

BlockCellar PBTs have no intrinsic value, are not convertible into virtual currencies, are not a medium of exchange that operates like a currency, and do not represent direct ownership of any Item. HOWEVER, THE OWNER OF EACH PBT HAS THE EXCLUSIVE RIGHT TO APPLY TO REDEEM THEIR PBT FOR THE CORRESPONDING ITEM PROVIDED THE USER REQUESTING A REDEMPTION (“REDEEMER”) IS ELIGIBLE TO TAKE DELIVERY OF THE PHYSICAL ITEM AND IS IN FULL COMPLIANCE WITH THE LAWS AND REGULATIONS IN THEIR JURISDICTION. BlockCellar PBTs are not an investment in a common enterprise and do not entitle the owner to any equity or ownership interest in any entity, project, initiative, or undertaking. Any potential appreciation of a BlockCellar PBT can be solely attributed to external market factors and not due to the efforts made by others.

Each Blockcellar PBT is eligible for one free audit every 36 months. The audit report will include an attestation from the BlockCellar-designated storage facility, a condition report, and a photograph of the physical item. You may request as many additional audits as you wish for $20 + Gas per audit. Please allow thirty (30) business days to receive your audit report.

THIRD-PARTY SERVICES

The Platform may contain links or embedded functionality to access third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), or information (“Third-Party Information”), collectively (“Third-Party Services”). When you leave the Platform or use Third-Party Services, you are subject to their respective Terms and Conditions. When the Platform links to a third-party provider, it is for convenience only and does not constitute an endorsement of the third-party provider.

SECONDARY MARKETPLACES

All PBT transactions initiated on the Platform are executed and stored on public blockchains. Because of the public nature of the decentralized blockchain ledger, it is likely your PBT will be viewable on unaffiliated marketplaces, exchanges, platforms, or on-chain (“Secondary Marketplaces”). We make no warranty, implied or otherwise, that BlockCellar PBTs will be compatible with any Secondary Marketplace. We make no warranty, implied or otherwise, that BlockCellar PBTs acquired on Secondary Marketplaces are authentic and/or unencumbered. You may track the provenance of any PBT by viewing the contract on the corresponding blockchain explorer (e.g., etherscan.io, polygonscan.com). BlockCellar PBTs must be redeemed on BlockCellar.com. Any attempt to redeem a BlockCellar PBT outside of the BlockCellar Platform may result in your PBT being irrevocably lost. You agree and acknowledge that if you choose to buy, sell, transfer, or redeem BlockCellar PBTs on Secondary Marketplaces such transactions are at your sole risk. Before purchasing a BlockCellar PBT on a Secondary Marketplace, please confirm the PBT's contract address is 0x46b96e2D84cd2467b8b0B9e9baF94c259DdBe414.

ASSUMPTION OF RISKS

You accept and acknowledge:

Each BlockCellar PBT digitally represents a unique corresponding Item(s) and is considered a digital collectible. We cannot guarantee, nor do we imply, that there will not be significant deviation between the value of the PBT and the value of the corresponding Item(s). The value of a BlockCellar PBT may be subjective and may experience significant volatility and price fluctuations.
Transactions on public blockchains are based on the exchange of cryptocurrencies. Cryptocurrencies are susceptible to significant volatility and price fluctuations. Generally, and during periods of heightened volatility or price corrections, public appetite to engage in cryptocurrency transactions or lack of public interest in BlockCellar may adversely impact your ability to sell your BlockCellar PBT to other Users on the public blockchain. You may not be able to sell your PBT at a cryptocurrency to fiat currency exchange rate at or above your purchase price.
Blockchain technologies are new and rapidly evolving. Like many new technologies, the regulatory environment governing the use of blockchain ledgers, cryptocurrencies, non-fungible tokens, physical-backed tokens, smart contracts, decentralized applications, decentralized finance, and other yet to be contemplated blockchain-enabled services is unknown. The User understands that there is substantial uncertainty regarding the classification and treatment of Physical-Backed Tokens under applicable law. New, updated, unfavorable, or restrictive regulations or policies in the United States or foreign jurisdictions may adversely impact blockchain development and the utility of blockchain-enabled services, including those services provided by BlockCellar. BlockCellar is not responsible if a BlockCellar PBT becomes inaccessible to the User for any reason, or for any modifications or changes to the BlockCellar PBT.
There are risks associated with all transactions regardless of the venue of exchange. As with all transactions, it is incumbent upon the buyer to perform sufficient research before making any decisions to buy, sell, exchange, trade, transfer, or otherwise engage with others on public blockchains. It is incumbent upon the Users to familiarize themselves with the functionality, mechanisms, and risks associated with blockchain technology, non-fungible tokens, Physical-Backed Tokens, blockchain wallets, and cryptocurrencies.
BlockCellar does not own, operate, maintain, or control any blockchains used to facilitate the transfer of cryptocurrencies or Physical-Backed Tokens. There are certain risks associated with all web3 e-commerce solutions including but not limited to faulty hardware, faulty software, viruses, malicious software, cyberattacks, unauthorized access to applications, 51% attacks, sybil attacks, brute force attacks, replay attacks, man in the middle attacks, eclipse attacks, routing attacks, and other yet to be contemplated exploits, updates, upgrades, or forks. BlockCellar is not responsible for any disruptions or delays you may experience when using public blockchains. The blockchain is immutable and we are unable to reverse any transaction recorded on the public blockchain.
BlockCellar does not own, operate, maintain, or control any blockchain wallet service. We do not have custody or control of the contents of your Wallet. BlockCellar is not responsible for any disruptions or delays you may experience when using any wallet service. You should treat your Wallet like any other important financial account. You are solely, without limitation, responsible for keeping your private keys, seed phrase(s), and passwords confidential and secure. BlockCellar will never ask for your private keys or seed phrase(s).
BlockCellar does not control certain code used to govern the transfer of digital PBTs between third parties. There is a risk that a digital contract used to transfer PBTs contains bugs, material defects, security vulnerabilities, ambiguities, or contradictions that render the digital contract null and void.
The Platform relies on the services of third-party providers. If a third-party provider is unwilling or unable to fulfill their obligations due to contractual issues, economic issues, strategic issues, viability, or any other issue our Platform capabilities may be materially degraded for an indeterminate period of time.

USER CONDUCT

You agree not to do any of the following while using the Platform:

Intentionally or unintentionally violate, breach, or circumvent, any applicable law or regulation or agreement to which you are bound, including these Terms;
Use our Platform if you are not able to form legally binding contracts;
Access, tamper with, or use nonpublic areas of BlockCellar.com or BlockCellar's computer systems;
Attempt to use the Platform using fake, fraudulent, or stolen Wallet(s);
Attempt to use the Platform using fake, fraudulent, or stolen credit cards;
Attempt to deceive us or other user(s);
Attempt to defraud or mislead us or other user(s);
Manipulate the price of any PBT or interfere with any other user's listing;
Attempt to circumvent BlockCellar's fee structure;
Interact with the Platform in a way that could impair the functionality of the Platform;
Frame the BlockCellar.com website unless explicitly permitted in writing by BlockCellar;
Use bots or other means to extract content from the BlockCellar's website or Platform;
Use the Service for money laundering, terrorist financing, or other illicit finance;
Use the Service from, or unlawfully facilitate transactions on behalf of individuals in, a country sanctioned by the government of the United States;

If we believe you are abusing BlockCellar and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your access to our Services, take technical and/or take legal steps to prevent you from using our Services, and/or report your activities to law enforcement.

You may be liable for fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of BlockCellar. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of selling outside of BlockCellar, you may be liable to pay a fee applicable to that item given your usage of our Services for the introduction to a buyer.

PBT TERMS AND CONDITIONS

EACH PBT LISTED ON THE PLATFORM MAY BE SUBJECT TO VARIOUS PBT-SPECIFIC TERMS AND CONDITIONS (“PBT TERMS”) SET BY THE MINTER. IT IS IMPORTANT THAT YOU UNDERSTAND THESE PBT TERMS BEFORE BUYING ANY PBT.

Each PBT listed on the platform may have an Earliest Redemption Date (“ERD”) provision. If the PBT is subject to an ERD provision, the PBT cannot be redeemed until after the ERD.

Each PBT listed on the Platform may have a Mandatory Redemption Date (“MRD”) provision. If the PBT is subject to a MRD provision and the PBT is not redeemed by the MRD the User authorizes BlockCellar to 1) burn or reclaim the expired PBT (“Expired PBT”), 2) issue a replacement PBT (“Replacement PBT”) and list it for sale (“Replacement Sale”), or 3) sell the corresponding Item (“Liquidation Sale”). BlockCellar reserves the right, and without notice and in our discretion, to set the terms of such Replacement Sale or Liquidation Sale.

In the event of a Replacement Sale or Liquidation sale, the net proceeds from the sale (after deducting a reclamation fee equal to 20% of the sale price, any associated blockchain transaction fees, and any other fees associated with the transaction) will be credited to the Expired PBT owner's Wallet. BlockCellar will make a reasonable effort (e.g., email) to contact the PBT owner at least sixty calendar days prior to the MRD.

Within thirty calendar days following the MRD (“MRD Grace Period”), the Expired PBT owner may take the following corrective measures 1) redeem the PBT, subject to eligibility or 2) purchase and redeem an “Additional Storage NFT” at the then-current rate. While we anticipate the availability of “Additional Storage NFTs” we cannot guarantee their availability during the 30-calendar day MRD Grace Period.

Each PBT listed on the Platform may have a minimum and maximum listing price (“Min/Max Price”) provision set by the Minter or BlockCellar. The purpose of this provision is to promote fair, transparent, and efficient price discovery within the Marketplace. The Minter and BlockCellar reserve the right to determine the Min/Max Price at their discretion and without prior notice. If you wish to contest a Min/Max Price provision, please contact us at support@blockcellar.com for assistance.

Each PBT listed on the Platform may be subject to a restricted shipping location (“Restricted Shipping Location”) provision as determined by the Minter. Users acknowledge that certain Items may not be eligible for shipping to specific countries, states, provinces, territories, or jurisdictions due to various reasons, including legal and regulatory restrictions. If a User is subject to the Restricted Shipping Location provision, they may choose to 1) redeem their PBT to a location not considered a Restricted Shipping Location, 2) transfer their PBT to another User, 3) hold their PBT in their Wallet until they are no longer subject to the provision, if ever, 4) sell their PBT, or in some cases 5) redeem their PBT in person at a location directed by the Minter.

REDEMPTION

The owner of each PBT holds the exclusive right to apply for the redemption of their PBT for the corresponding Item(s), subject to these Terms. By submitting a redemption request, the Redeemer represents that 1) the Item is intended for personal consumption, 2) they are legally entitled to take possession of the Item(s), and 3) their actions comply with applicable laws and regulations in their country, state, province, territory, or jurisdiction. BlockCellar, our partners, or other Users will not facilitate the transfer of Items to individuals or entities prohibited from receiving, owning, possessing, or consuming such Items. If unable or unwilling to make these representations and warranties, do not attempt to redeem your PBT.

Upon receiving a redemption request, BlockCellar may require the Redeemer to provide additional information, including but not limited to full name, age, physical mailing address, phone number, email address, licenses, tax identification numbers, or other materials as required by any government authority or applicable law or regulation, to assess the Redeemer's eligibility for Item delivery. BlockCellar may also require Redeemer to verify their eligibility using a third-party global blockchain identity and/or credential verification service. We will rely on the submitted verification credentials to determine eligibility, and if held liable for any forged, false, fraudulent, expired, or invalid representations, you agree to indemnify and reimburse us, our partners, or other Users for any costs, expenses, legal fees, and damages incurred. If you attempt to deceive us, our partners, or other Users into illegally transferring Items, we will cooperate with law enforcement to prosecute you to the fullest extent of the law. If a Redeemer is ineligible to redeem the PBT for the physical item for any reason, the PBT will remain "unredeemed" in the user's Wallet. Should you believe your redemption request was erroneously rejected, please contact us at support@blockcellar.com to determine the source of the error.

Once a redemption request has been accepted and confirmed by the Fulfilling Party, the fulfillment process cannot be stopped or canceled. BlockCellar shall not be responsible for any errors or omissions by the Redeemer during the redemption process. Title to and ownership of all Item(s) pass to the Redeemer at the location of the Seller.

SHIPMENT OF ITEMS

The Redeemer is solely responsible for arranging the shipment of the Item to Redeemer's designated location. Redeemer is solely responsible for the transport of Item(s) and for determining the legality of having Item(s) delivered to Redeemer's designated location. BlockCellar makes no representation as to the legal rights of anyone to ship or import any Items into any country, state, province, territory, or jurisdiction. We reserve the right to modify approved shipping locations without notice. The Redeemer is responsible for any taxes, tariffs, duties, import/export filings, customs filings, delivery charges, delivery insurance, network fees, or other charges ("Redemption Expenses") that may be levied during the transfer of the physical Item. When BlockCellar organizes shipping on Redeemer's behalf, it is providing a service and acting as your agent. BlockCellar may serve as an agent for Redeemers who request delivery to the countries, states, or territories listed in Exhibit 2. BlockCellar is authorized to subcontract shipping services (“Shipping Services”) to third-party providers. Third-party providers (“Fulfilling Party”) perform all Shipping Services.

The Fulfilling Party retains the right to refuse delivery to you for any reason or no reason, including instances where they deem the transfer of physical possession to be unlawful, unsafe, or inappropriate. Subsequent delivery attempts remain subject to the discretion of the Fulfilling Party. In cases where an Item is returned or declined by the Redeemer due to circumstances such as a failed delivery attempt resulting from an adult signature requirement, the Redeemer's evident inebriation, or the Item not being retrieved from the carrier's access point, a restocking and storage fee amounting to 30% of the most recent PBT transaction price may be imposed, in addition to any original shipping and return shipping charges.

Redemptions typically ship within 30 days of the redemption request, although this timeframe is an estimate and not a guarantee. Shipments to smaller or remote locations may require additional time for delivery. Furthermore, extreme weather conditions may lead to delivery delays.

In the event your Item(s) never arrives, you must notify us within 30 days from receipt of shipping confirmation. Your notification to BlockCellar must include the tracking number, confirmation number, item name, and token ID. BlockCellar, Fulfilling Party, carrier, insurance adjustors, or other parties may require additional information. The laws in your state, province, territory, or jurisdiction may determine whether a refund, exchange, or insurance claim is available to you. Given the rare and unique nature of the PBTs on our Platform, we make no representation that a suitable replacement will be available.

RETURNS OR EXCHANGES

DIGITAL ASSETS

All blockchain-facilitated transactions are final and immutable once recorded on the public blockchain. Due to the nature of blockchain technology, we are unable to reverse, modify, or cancel any transaction after it has been confirmed on the blockchain.

By proceeding with any transaction on our platform, you explicitly acknowledge and agree that you are waiving your right to any cooling-off period that may otherwise be applicable under local consumer protection laws. You understand that once the transaction is confirmed, it will be final and irreversible.

Before finalizing any transaction, you will be provided with all necessary information and a clear opportunity to review the transaction details. By completing the transaction, you confirm that you have read, understood, and agreed to waive your cooling-off rights, and that you are fully aware of the finality of the transaction.

REDEEMED ASSETS

In the unlikely event that a redeemed Item(s) does not match the LWIN18 (or other unique identifier) associated with the Physical-Backed Token (PBT), you must notify us within five (5) days of delivery. All other metadata, including but not limited to producer name, wine, country, region, subregion, site, parcel, color, type, sub-type, designation, classification, vintage, and bottle image, are subordinate to the LWIN18 (or other unique identifier). Your notification to BlockCellar must include the tracking number, confirmation number, item name, token ID, and clear photographs of the unopened Item(s) and packaging.

Once non-conformity is confirmed, BlockCellar and/or the Minter will either replace the Item(s) or credit your Wallet with the purchase price value in $USD. Please retain all unopened Item(s) and packaging, as they may be required by BlockCellar, the Minter, Fulfilling Party, carrier, insurance adjuster, or other relevant parties to process any eligible claims. You may be required to return unopened Item(s) to the Minter. Failure to return the unopened Item(s) may result in delay or forfeiture of your claim. We reserve the right to charge for any bottles that have been opened or disposed of by you.

The laws in your state, province, territory, or jurisdiction may dictate whether you are entitled to a refund, exchange, or insurance claim. Given the rare and unique nature of the Physical-Backed Tokens on our Platform, we make no representation that a suitable replacement will be available.

In the unlikely event that your Item(s) arrives damaged (breakage), you must notify us within five (5) days of delivery. Your notification to BlockCellar must include the tracking number, confirmation number, item name, token ID, and clear photographs of the unopened and damaged Item(s) and packaging. Please retain all unopened and damaged Item(s) and packaging, as they may be required by BlockCellar, the Minter, Fulfilling Party, carrier, insurance adjuster, or other relevant parties to process any eligible claims. You may be required to return unopened and damaged Item(s) to the Minter. Failure to return the unopened and damaged Item(s) may result in delay or forfeiture of your claim. We reserve the right to charge for any bottles that have been opened or disposed of by you.

The laws in your state, province, territory, or jurisdiction may dictate whether you are entitled to a refund, exchange, or insurance claim. Given the rare and unique nature of the Physical-Backed Tokens (PBTs) on our Platform, we make no representation that a suitable replacement will be available.

Due to the inherent nature of wine, neither BlockCellar nor the Minter warrant the taste or drinkability of the redeemed Item(s). As such, we do not provide refunds or exchanges for wines that are corked, or for any wine that does not meet your personal taste preferences.

TRANSACTIONS, PAYMENTS, FEES, AND EXPENSES

BlockCellar reserves the right, at any time and in its sole discretion, to determine which blockchain protocols shall be used to deploy its Physical-Backed Tokens. BlockCellar reserves the right, at any time and in its sole discretion, to determine whether a particular form of payment is acceptable.

All blockchain transactions are immutable and we are unable to reverse any transaction recorded on the public blockchain. All fees charged by us hereunder are non-refundable, except as determined by us in our sole discretion.

Every transaction that modifies the blockchain requires a payment of network fees (“Gas”) to the miners that process, validate, and reconcile the transaction. For each primary or secondary market sale, the buyer (“Buyer”) shall be responsible for paying associated Gas. Buyer should be aware that Gas prices vary by blockchain and fluctuate based on the supply and demand for the network's computational resources.

For each primary market sale, the seller (“Seller”) shall pay to BlockCellar a minting fee (“Minting Fee). The Minting Fee will automatically be transferred from the Seller's Wallet to BlockCellar's Wallet via the smart contract at the time of sale. We reserve the right to modify Minting Fees in our sole discretion and at any time for any reason or no reason. We will use commercially reasonable efforts to notify Sellers of any changes to our Minting Fee in advance of their effect.

For each primary or secondary market sale, the Seller shall pay to BlockCellar a platform fee (“Platform Fee”). The Platform Fee will automatically be transferred from the Seller's Wallet to BlockCellar's Wallet via the smart contract at the time of sale. We reserve the right to modify our Platform Fee in our sole discretion and at any time for any reason or no reason. We will use commercially reasonable efforts to notify Sellers of any changes to our Platform Fee in advance of their effect.

For each secondary market sale, the Seller may be required to pay to Minter a royalty fee (“Royalty Fee”). The Royalty Fee is set by the Minter and will be specified in the PBT-Specific Terms. The Royalty Fee will automatically be transferred from Seller's Wallet to Minter's Wallet via the smart contract at the time of sale. We reserve the right to modify the Royalty Fee in our sole discretion and at any time for any reason or no reason. We will use commercially reasonable efforts to notify Sellers of any changes to the Royalty Fee in advance of their effect.

For each primary or secondary market purchase, Buyer may be required to prepay storage and insurance expenses (“Prepaid Storage Expense”) associated with the Item from the date the PBT is purchased until the Mandatory Redemption Date (“MRD”). Prepaid Storage Expense shall be depleted pro rata, monthly, and in advance. The unit of currency for accounting purposes shall be $USD. If the PBT is sold prior to the MRD, the unused Prepaid Storage Expense will be reimbursed to the Seller's Wallet at the time of Sale. If the PBT is successfully redeemed prior to the MRD, the unused Prepaid Storage Expense may be used to offset certain redemption-related expenses (as described in Redemption Section).

THIRD PARTY PAYMENT PROCESSING

BlockCellar does not own, operate, maintain, or control any blockchain wallet service. We do not have custody or control of the contents of your Wallet and are unable to reverse any transactions made using any third-party wallet. Please refer to your Wallet's terms of service for additional details.

Credit and debit card transactions, as well as Apple Pay and Google Pay transactions, are processed by Coinflow Labs (“Coinflow”). Coinflow has no liability to any user for any Coinflow Services or BlockCellar Services, including any goods or services sold through BlockCellar. BlockCellar is solely responsible for fulfilling its obligations to Users. Coinflow may decline, restrict, or otherwise limit any transaction and/or the ability of BlockCellar or the User to use Coinflow Services at any time, at its sole discretion. All successfully executed transactions for the purchase of goods or services through Coinflow Services are permanent and non-reversible. By using Coinflow Services, you explicitly agree to these BlockCellar Terms as well as Coinflow's Terms, Refund Policy, and Privacy Policy.

For transactions made using credit and debit cards, as well as Apple Pay and Google Pay, BlockCellar reserves the right to restrict the resale, transfer, and redemption of a PBT until after the chargeback period has passed. This period is typically 120 days but may vary depending on the specific terms and conditions of the payment provider, card issuer, bank, or network.

RECLAIMING AND REISSUING PBTS

BlockCellar retains the limited right to cancel a primary issuance PBT transaction in the event 1) the Seller cancels a primary market transaction, 2) the Seller fails to transfer the Item(s) to a BlockCellar-designated storage facility by the deadline provided by BlockCellar, or 3) the Item(s) fails to pass BlockCellar's inspection protocols. In the event a PBT transaction is cancelled, the buyer shall be entitled to a full refund of original purchase price, applicable taxes (if applicable), pre-paid storage (if applicable), and Gas. The unit of currency for accounting purposes shall be $USD. All refunds shall be made in USD Coin (USDC) to the purchaser's wallet.

BlockCellar retains the limited right to reclaim and reissue a PBT in the event 1) a User loses their Wallet information, 2) we discover a material defect in the digital contract, 3) we discover a material security vulnerability in the digital contract, 4) we discover a material breach in the digital contract Terms and Conditions (e.g. Redemption - Mandatory Redemption Date (MRD) provision), 5) we discover a material breach in BlockCellar's Terms of Service (see User Conduct section), 6) the purchase is subject to chargeback from the payment provider, card issuer, bank, or network, or 7) we are compelled to do so by local or national government action, any provision of current or future laws or regulation, or by order of any court or governing body.

COMMUNICATION

By linking your Wallet to the Platform, you agree to receive electronic communication from BlockCellar (e.g., email, SMS, other forms of communication). These communications may be administrative in nature (e.g., transaction details, service announcements, important contract related items) or marketing/promotional in nature (e.g., a new PBT drop, press release). You may opt out of the promotional communications. You may not opt out of administrative communications.

TAX POLICY

You are solely responsible for determining, reporting, and paying (or reimbursing us for the payment of) any and all sales, use, value-added, excise, and other taxes, duties, tariffs, and assessments (excluding taxes imposed on our net income) that are now or hereafter claimed or imposed by any tax or governmental authority, whether domestic or foreign, associated with your use of the BlockCellar Platform, the Services, or the redemption of any items (collectively referred to as “Taxes”). This includes, but is not limited to:

Sales and use taxes;
Value-added taxes (VAT);
Goods and services taxes (GST);
Excise taxes;
Customs or other import/export duties;
Taxes required under international tax treaties;
Any other assessments imposed by local, state, federal, national, or foreign taxing authorities;

By using the Platform, you agree to the following:

Responsibility for Taxes: You will pay, or reimburse us for, all applicable Taxes arising from your use of the Platform or Services, including any amounts levied in lieu of Taxes. You will be solely responsible for determining the correct tax treatment of any transactions, including the purchase, sale, or redemption of items, and the use of any services on the Platform. BlockCellar will not provide tax advice or be held responsible for determining your tax obligations.

Non-Deductibility: You will not be entitled to deduct the amount of any Taxes, duties, tariffs, or amounts levied in lieu thereof from payments (including Minting Fees, Gas Fees, or any other charges) owed to BlockCellar under these Terms of Service.

International Compliance: You acknowledge that you are responsible for complying with all applicable tax laws, whether those are domestic, foreign, or international. This includes the payment of any customs or import/export duties, VAT, or other taxes required under international tax treaties. BlockCellar will not be responsible for any failure on your part to comply with international tax obligations.

Reimbursement: You agree to promptly reimburse us for any Taxes, duties, or assessments we are required to pay on your behalf as a result of your use of the Platform, including any penalties or interest associated with your failure to comply with applicable tax laws.

No Responsibility for Gains/Losses: BlockCellar is not responsible for the tax treatment of any transactions on the Platform, including, but not limited to, any gain, loss, or income generation related to your use of the services or assets. You are responsible for determining and paying any taxes arising from such activities, including taxes on capital gains, income, or other financial outcomes.

No Withholding: BlockCellar will not withhold taxes on your behalf. It is your responsibility to ensure compliance with any tax withholding or reporting requirements in your jurisdiction. You must ensure that all necessary payments are made to the relevant tax authorities as required under applicable law.

Documentation and Reporting: You are solely responsible for maintaining accurate records of all transactions, tax payments, and filings related to your use of the Platform.

Future Tax Claims: You acknowledge that taxes, duties, and assessments may be imposed at any time in the future by tax authorities with jurisdiction over you or your transactions. You agree to pay any such taxes or assessments, or reimburse BlockCellar if we are required to pay such amounts on your behalf. This includes, but is not limited to, taxes resulting from new legislation, policy changes, or legal interpretations by taxing authorities.

Indemnification: You agree to indemnify and hold BlockCellar harmless from any and all claims, liabilities, penalties, interest, or expenses (including reasonable attorney fees) arising out of or relating to any failure by you to comply with your obligations under this Tax Policy, including, but not limited to, failure to determine or pay applicable taxes.

PLATFORM OWNERSHIP, LICENSE, USE OF DATA

The Platform and everything on it, including, without limitation, photos, text, videos, graphics, software, and look-and-feel (collectively, the "Content") is owned by or licensed to BlockCellar. The Platform and the Content may be protected by copyright, trademark, domain name, patent, trade secret, and/or other intellectual or proprietary rights and laws of the United States and other countries.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and approved commercial use of the Platform.

You may not make unapproved commercial use of the Platform, the Content, or the Services; collect and use any product listings, descriptions, or prices; make any derivative use of the Platform, the Content, or the Services; download, copy, or otherwise use account information for the benefit of any third party; use data mining bots or similar data scraping tools. This license may terminate if you violate these Terms. All rights not expressly granted in these Terms are reserved.

DISCLAIMER OF WARRANTIES

We strive to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. The Platform and its contents are provided “as is” and “as available” without any express or implied warranty. We cannot and do not promise, guarantee, warrant, or make any other claims regarding the reliability, security, accuracy, operation, or functionality of the Platform. We cannot guarantee that our Platform will be error-free, bug-free, virus-free, free from defects or malfunctions, or will at all times be accessible to our users. We cannot guarantee the security of the data you disclose online. We will not be responsible for user error, hardware failure, typographical errors, or falling victim to phishing scams, or other scams. We will not be responsible for abnormal behavior of third-party software (e.g., Wallet), updates to the blockchain protocols that may affect the functionality of digital contracts, or technical issues relating to blockchain protocols.

LIMITS OF LIABILITY

You expressly acknowledge and agree that your access to and use of the Platform is at your sole risk. We do not provide any warranty related to the website, should it be its accuracy, availability, or lawfulness. To the fullest extent of the law, you agree that in no event shall we and/or our officers, employees, directors, partners, owners, agents, contractors, suppliers, or representatives, and/or any other service provider be liable to you or anyone else for any loss or any indirect, punitive, consequential, incidental, or special damages whatsoever, including, without limitation, damages arising from these Terms, our Platform, products, Services, Third-Party Websites, Third-Party Applications, or Third-Party Information, or for any damages related to the loss of revenue, loss of profits, loss of business, delay of business, loss of use, loss of goodwill, loss of data, or inability to transact, whether based on liability of tort, contract, negligence, strict liability or otherwise, even if we or any other party may have been advised of the possibility of damages. The laws of some states or jurisdictions do not allow the exclusion or limitation of certain damages. Notwithstanding anything to the contrary herein, in no event shall the aggregate liability of the Company arising out of or relating to these Terms, the use of the Platform, or any other service exceed the greater of $100 or the compensation received by the Company for Services related to the items that are the subject of the claim. Further, you agree that any claim filed more than 30 days after the discovery of the alleged liability of the Company shall be time-barred.

INDEMNIFICATION

To the fullest extent of the law, you agree to defend, indemnify and hold harmless the Company, officers, employees, directors, partners, owners, agents, contractors, suppliers, or representatives, and/or any other service provider (“BlockCellar Parties”) from and against all claims, damages, awards, investigations, liabilities, judgments, liabilities, obligations, fines, penalties, interest, fees, settlements, expenses (including attorneys' fees), and costs (“Claims”) that arise from or are related to any claim, suit, action, or demand brought against any BlockCellar Parties that are caused by, arise out of or are related to 1) any content you upload to the site; 2) your use or misuse of the Service; 3) your violation or breach of any of these Terms; 4) your willful or non-willful violation of applicable law, rules, regulations, codes, statutes, ordinances, or orders of any government or regulatory authority; 5) your violation of the rights of or obligations to another third-party; 6) your negligence or willful misconduct. You agree to fully cooperate with BlockCellar in defense of any Claims. Further, you agree that BlockCellar Parties shall have control of the defense and/or settlement of any Claims.

RELEASE

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

DISPUTE RESOLUTION; ARBITRATION AGREEMENT

Any dispute arising out of or in relation to these Terms that cannot be resolved amicably by the parties shall be resolved by binding arbitration, rather than in court. You and BlockCellar are each waiving any constitutional or statutory rights to sue in court and have a trial in front of a judge or jury to the maximum extent permitted by law. Both parties agree to engage in good-faith efforts to informally resolve disputes prior to either party initiating formal arbitration proceedings. This includes sending a written description of the dispute to the other party. For a dispute you initiate, you agree to send a written description of the dispute and desired resolution to disputes@blockcellar.com. For a dispute initiated by BlockCellar we will send a written description of the dispute and desired resolution to the email address associated with your account. You and BlockCellar agree to discuss the dispute telephonically to attempt to reach a mutually beneficial resolution. If either party is represented by counsel, the party must also attend and participate in the discussion. If the parties are unable to reach a mutually beneficial resolution to the dispute within sixty (60) days of initiating the claim, either party may commence formal arbitration proceedings. The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal arbitration proceedings. For claims that do not exceed $250,000 the arbitration will be conducted by JAMS and will be governed by the most current “Streamlined Arbitration Rules” and most current “Comprehensive Arbitration Rules and Procedures” for claims exceeding $250,000. JAMS' rules and procedures may be found at jamsadr.com/adr-rules-procedures or by calling (800) 352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.

You are responsible for all costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses. You may choose to have the arbitration conducted by telephone or videoconference, based on written submissions, in person in your hometown area (if you live in the United States), or at another mutually agreed upon location that is reasonably convenient to you. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and BlockCellar. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

All claims and disputes will be arbitrated on a strictly individual basis for individual relief and not on a collective class basis. Only individual relief is available, and claims of more than one user, person, or entity cannot be arbitrated or consolidated with those of any other user, person, or entity.

GOVERNING LAW

BlockCellar is operated by us in the United States. The Platform URL may or may not be available in other countries. If you choose to access the service from outside the United States you are responsible for compliance with the laws, regulations, statutes, or customs of your jurisdiction. These Terms and your access to the Platform shall be governed by and construed and enforced with the laws of the State of Illinois. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court shall be resolved in state or federal courts of Cook County, Illinois.

TERMINATION

If you breach any of the provisions of these Terms, BlockCellar may automatically, and without notice and in our sole discretion, terminate or suspend your access to the Platform. Furthermore, notwithstanding anything contained in these Terms, BlockCellar reserves the right, and without notice and in our discretion, to terminate or suspend your ability to access the Platform at any time and for any or no reason, and you agree that we have no obligation, financial or otherwise, to you in such an event. Furthermore, failure to enforce or assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any violation of any right or provision under these Terms shall be deemed a waiver of any preceding or subsequent violation.

SEVERABILITY

Should any term, provision, or clause contained in these Terms be declared or determined by any court, or arbitrator, to be illegal, invalid, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of these Terms shall not be impaired or affected thereby. The unenforceable term, clause, or provision shall be severed, and the remaining parts, terms, clauses, or provisions shall remain operative and binding upon the Parties.

INJUNCTIVE RELIEF

You agree that a breach of these Terms will cause irreparable injury to BlockCellar for which monetary damages would not be an adequate remedy and BlockCellar shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

ASSIGNMENT

You may not assign these Terms without BlockCellar's prior written approval. BlockCellar may assign these Terms without your consent to: (a) a subsidiary or affiliate; (b) an acquirer of BlockCellar's equity, business, or assets; or (c) a successor by merger.

SURVIVAL

These Terms shall survive the termination of your relationship with BlockCellar.

FORCE MAJEURE

BlockCellar shall not be liable or responsible to any party for any damage, inconvenience, loss, delay for circumstances beyond our reasonable control including, but not limited to, natural disaster, acts of war or terrorism, local or national government action, any provision of current or future laws or regulation or order of any court or governing body, or act of omission by a third party.

ACCESSIBILITY

BlockCellar strives to make our Platform accessible and user-friendly for all adults. If there is a way for us to make our website more accessible to you, please contact us at accessibility@blockcellar.com.

PARENTAL CONTROL PROTECTIONS

As required by the Communications Decency Act of 1996, BlockCellar hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to content that may be harmful to minors. Among the many companies that provide Internet blocking and screening software are CyberPatrol, NetNanny, SurfWatch, and GuardOne. BlockCellar does not sponsor or endorse any of these companies or their services.

Your use of our Platform is subject to our Privacy Policy.

MISCELLANEOUS

In the event BlockCellar ceases to operate for any reason, all Items will be made available for pickup or shipment subject to these Terms.

Exhibit 1

BlockCellar-approved countries or territories. Users in these countries or territories may use BlockCellar to buy, sell, trade, and transfer BlockCellar physical-backed tokens (PBTs). Users in some of these countries or territories may NOT be eligible to take delivery of the physical item. Please see PBT-specific terms and conditions for redemption restrictions. We reserve the right to update and amend this list of approved countries or territories at any time, and in our sole discretion.

Andorra
Angola
Anguilla
Antigua and Barbuda
Argentina
Armenia
Aruba
Australia
Austria
Bahamas
Belgium
Belize
Benin
Bermuda
Bosnia and Herzegovina
Brazil
British Virgin Islands
Bulgaria
Cabo Verde
Cambodia
Canada
Caribbean Netherlands
Chile
Costa Rica
Cyprus
Czech Republic
Denmark
El Salvador
Estonia
Finland
France
Germany
Greece
Greenland
Honduras
Hong Kong
Hungary
Iceland
Israel
Italy
Japan
Kyrgyzstan
Latvia
Lebanon
Liechtenstein
Lithuania
Luxembourg
Malaysia
Malta
Mayotte
Monaco
Mongolia
Netherlands
New Zealand
Peru
Poland
Portugal
Romania
Singapore
Slovakia
Spain
Sweden
Switzerland
United Kingdom
United States
Uruguay
Uzbekistan

Exhibit 2

BlockCellar-approved shipping countries, states, or territories. Users in these countries, states, or territories may redeem their physical-backed tokens, subject to these Terms. Please see PBT-specific terms and conditions for redemption restrictions. We reserve the right to update and amend this list of approved countries or territories at any time, and in our sole discretion.

Austria
Belgium
Bulgaria
Cyprus
Czech Republic
Denmark
Estonia
Finland
France
Germany
Greece
Hong Kong
Hungary
Italy
Latvia
Liechtenstein
Lithuania
Luxembourg
Malta
Monaco
Netherlands
New Zealand
Poland
Portugal
Romania
Singapore
Slovakia
Spain
Sweden
Switzerland
United Kingdom
United States

In the United States, BlockCellar CANNOT serve as an agent for Redeemers who request delivery to Alabama, Alaska, American Samoa, District of Columbia, Guam, Hawaii, Iowa, Kansas, Kentucky, Mississippi, New Hampshire, Northern Mariana Islands, Oklahoma, Puerto Rico, Tennessee, Virgin Islands, or Utah. We reserve the right to update and amend this list of approved countries, states, or territories at any time, and in our sole discretion.

Contact Information
Email: support@blockcellar.com
Mailing Address: 1509 Waukegan Road, Glenview, IL 60025
BlockCellar Contract Address: 0x46b96e2D84cd2467b8b0B9e9baF94c259DdBe414