THE FIRST IN THE WORLD
RESTAURANT UTILITY NFT

The first in the WORLD restaurant NFT COLLECTION with a multitude of perks / use-cases.

2 tiers of NFTs will be available

GOLD TIER

Access to 10% of restaurant profits distributed to all NFT holders once a year

Free NFT T-Shirt - valued at $40

FREE Airdrop of Land in the Restaurant Metaverse

$500 in free meals

Exclusive events only for the NFT holders

Total Number 9500
Cost USD$150*

PLATINUM TIER

Access to 20% of restaurant profits distributed to all NFT holders once a year

1 Free Special Every Month - valued as much as $1500 per year

30% Discount on all food and drinks for the NFT holder and up to 3 others - valued around $2000 yearly if visiting regularly

FREE Airdrop of Land in the Restaurant Metaverse

2 x Free T Shirts - valued at $80

Exclusive events only for the NFT holders

2 bottles of house made sauce

Total Number 500
Cost USD$800*

JOIN OUR COMMUNITY

ROADMAP

Collection will be available on the Polygon chain

PAYMENT INFORMATION

Payment for minting of the NFT can be made using Polygon, Ethereum, USDT and USDC on the following chains:

POLYGON

POLYGON

POLYGON

BINANCE

POLYGON

AVALANCHE

POLYGON

FANTOM

Payment can also be made by Fiat using a Credit Card

visa-master-cc

ABOUT THIRD WAVE

Third Wave serves amazing creations using Slow Smoked cut- with-a-spoon meats. Our specials go viral often. They are over the top crazy and completely unique. From Wheelbarrow Challenge to Shovel Nachos and Nachaino, you can’t help but be wowed by the food.

The NFT collection represents some of the crazy specials we released in the last few years.

www.thirdwavecafe.com.au

When will the NFT collection be available to mint?

NFT’s will be available to purchase and mint the week of the 21st to  27th of February. Exact date will be provided later. Look out for the countdown at the top of the site!

How do I secure an allocation?

To secure an allocation, please fill out the Sign Up form above. Initial sale will be opened to all the registered people first. This will be the registered round which will last for 1 hour. After the first hour of sales, the public round will be opened to everyone else.

All registered users will be given an opportunity to mint and purchase their nominated number of NFTs.

Without being sure how popular this NFT collection will be, we strongly recommend that you sign up to secure your allocation.

Best place to get more information and ask questions?

Please join or telegram and discord channels. You are welcome to ask any questions regarding the NFTs there. Links for the social channels are on the page.

Otherwise send us an email at info@thirdwavecafe.com.au.

WIll the minting cost be high?

We have chosen to mint the collection on the Polygon chain specifically to minimise the fees. On Polygon the minting fees will be in the order of 15 to 50 cents.

What crypto currency or token can I use to purchase the NFTs?

You will be able to purchase the NFTs using the following tokens:

Etherium

Polygon

Tether USDT

USDC

Dai

You will also be able to purchase NFT’s on these chains

Polygon

Binance

Fantom

Avalanche

Please note, the payment for the NFTs can be made in the manner described above, minting of the NFTs will occur only on the Polygon chain.

Can I purchase the NFT with US Dollars or Australian Dollars?

You will be able to purchase these NFT’s using USD and AUD, however, please note that you still must have a wallet to mint the NFT.

Can the NFT’s be traded?

You will be able to trade the Third Wave NFT’s on any platform that allows trading of NFTs on the Polygon chain. Including OpenSea and others.

How can I use the NFT to secure the discounts?

Once you purchase the NFTs you are welcome to come into the restaurant and let the staff know that you are a proud NFT holder. They will ask you to show a website, that will look for the NFT in your wallet and confirm ownership. Once done, your discount or other benefits will be applied to your bill.

How will the profit distribution be paid?

Profit distribution will be paid once a year, in September, to all the wallets holding the NFT on the 30th of June of that year. All NFT Holders will become part of the Third Wave DAO and will hold voting rights. The Third Wave DAO will distribute income from the restaurant to the NFT holders proportionally. Payments from the DAO will be made in $TWD token. $TWD token will be exchangeable on the thirdwavenft.club exchange for stable coins.

What’s with the Metaverse Land?

 

Third Wave DAO will be building a Restaurant Metaverse. The initial land will be airdropped into the wallets holding the Third Wave CLub NFTs. The land will be tradable as an NFT on various NFT marketplaces. As a land holder you will be able to add value to the land (make it more rare) by completing cooking tasks i.e. creating the special on your NFT from the existing ingredients. You will also be able to create new specials. If Third Wave decides to feature the special on their menu, you will receive a payment and your land will become more rare.

 

There will be more opportunities to explore the metaverse with restaurant collaborations, value add activities, exhibits and much more…

 

How do I claim the T-Shirts and the Sauces?

Once you have purchased the NFT, you will be directed to a website with a unique code to claim your T-Shirt and the Sauces. You will be able to choose the size of the Tshirt and the design from a limited range.

How often can I use the 30% discount?

As many times as you like, there is no limit.

How often can I claim the Free Monthly Special?

We change our specials every month. You can claim your free Monthly special once a month.

These Terms and Conditions (hereinafter – “Terms” or “Terms of Use”) set out the terms under which non-fungible tokens (hereinafter – “NFTs”) are sold by us to you through this website, www.thirdwavenft.club (hereinafter – “Our Site” or “Site”).

Please read these Terms carefully making any purchase of NFTs or using Our site and ensure that you understand them before ordering any NFTs from Our site. If you do not agree to comply with and be bound by these Terms, you shall not order NFTs through Our site.

You must be at least 18 years old to use Our site or purchase NFTs. If you are under the age of majority in your state of residence, a minor, your parent or legal guardian must agree to these Terms on your behalf and you may only use Our site or purchase NFTs with permission from your parent or legal guardian.

By ordering any NFTs from Our site otherwise accessing Our site, you:

(1) accept and agree to be bound by these Terms;

(2) accept that you use at your own risk, as further explained below in these Terms;

(3) represent that you are old enough to purchase any NFTs from Our site.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. The most current version of these Terms will be posted on Our site.

You shall be responsible for reviewing and becoming familiar with any such modifications. Use of Our Site and/or purchasing of the NFTs by you after any modification to these Terms constitutes your acceptance of these Terms as modified.

DEFINITIONS

In these Terms, unless the context otherwise requires, the following terms shall have the following meanings:

DAO means a decentralized autonomous organization which will be governed by the community of the Third Wave DAO Token and/or NFTs holders. The DAO will not own or control DAO Tokens and/or NFTs, as ownership and governance will be decentralized in the Third Wave DAO community through the DAO. The DAO Token and/or NFTs holders will collectively determine the future of the DAO ecosystem. For

further information please see the Terms and Conditions of the DAO which will be published on the DAO’s website when they are available publicly.

Digital Wallet means an application, software, service or a device that allows users to store and retrieve their digital assets, including cryptocurrency and NFTs;

Land means a digital asset – a block of digital Land in the upcoming Third Wave Metaverse;

Our Site means www.thirdwavenft.club;

Party means any of the Purchaser or Seller;

Parties means the Purchaser and the Seller together;

Participating Entity means a legal entity (Mongab Pty Ltd trading as Third Wave Cafe, a company registered in Australia, whose registered address is 181 Victoria Ave, Albert Park, Victoria 3206) who will financially support the development of the Third Wave DAO and NFT community at the rate of up to 30% of its annual after-tax profits. The legal conditions under which the Participating entity will support the Third Wave DAO and NFT community will be contained in the DAO Terms & Conditions;

Purchase Price means the amount advertised for the purchase of an NFT;

Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a Party;

Purchaser or You means the buyer of an NFT;

Primary Sale means the sale of an NFT by the Seller to the Purchaser;

Secondary Sale means the sale of an NFT which was bought from the Seller to another person;

Secondary Sale Price means the price of the NFT at the time of Secondary Sale;

We/Us/Our/Seller means an issuer of NFTs – Virtual Food Hall Pty Ltd, a company registered in Australia, whose registered address is 181 Victoria Ave, Albert Park;

Your jurisdiction means the country or state where you ordinarily reside or from which you enter into any agreement with us.

PURCHASE OF NFTS

We list NFTs for sale on Our Site. These NFTs have got varied utility and embedded benefits. The Purchaser has to pay the applicable Purchase Price, in full via the nominated payment method to complete the purchase of an NFT.

In the case of a Primary Sale, we shall have no obligation to transfer any NFT to you until we have received the Purchase Price in full. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary.

We may require you to connect a Digital Wallet for delivery of the NFT at the time of sale. It is your responsibility to ensure that your Digital Wallet is accurately linked. In case you lose your private key, login or backup phrase (also referred to as mnemonic phrase) of your Digital Wallet you risk losing access to your NFTs stored in your Digital Wallet.

Orders placed for NFTs are non-refundable, cannot be canceled for change of mind. You may engage in a Secondary Sale of the NFT you purchased from Our Site.

Such a Secondary Sale may involve third-party platforms, including without limitation, different blockchain networks which may trigger transaction fees charged by that network.

UTILITY OF NFTS

After the purchase, each NFT holder can participate in the DAO voting to receive the reward. Using the DAO NFT holders can vote, change income distribution principles, approve spendings and initiate any other vote related to the DAO ecosystem.

There will be a set of voting procedures for the NFT Purchasers to participate in and determine the development and monetization of the DAO/NFT ecosystem.

Each NFT holder will have distribution rights from the profit that the Participating entity annually generates. All NFT holders will become pro-rata holders of the Third Wave DAO token that will allow them to vote to receive the DAO’s income.

The total distribution of profit shall be limited to 10 percent (for Gold Tier NFT holders) or 20 percent (for Platinum Tier NFT holders) of the Participating entity annual after-tax income. The exact sum for each kind of NFT holder will be calculated on pro-rata basis.

If DAO tokens holders will vote to distribute the annual profit of the Participating entity between the holders, they will receive DAO tokens that will be exchangeable through the https://thirdwavenft.club website into USDT or USDC stable coins.

The distribution of profits shall be carried out once a year in the month of September, to the wallet address of the NFT holder as of the 30th of June of the respective year.

The total number of NFTs to be offered on Our Site is limited to 10000. These NFTs have different features and are offered in two categories:

• Gold tier

• Platinum tier.


Gold Tier NFTs

The total number of this category of NFTs is 9500, each offered for 0.04 ETH, provided that the USD equivalent of 0.04 ETH is not less than 150 USD at the time of Primary Sale. In case 0.04 ETH is less than 150 USD, then the payment for each Gold Tier NFT shall be made in the amount of 150 USD equivalent of ETH applicable at the time of Primary Sale. The utility and benefits offered by the Gold tier shall be as follows:

1. Free T-Shirt: Gold Tier NFTs will give you the right to receive a free T-shirt from us. You shall note that it is your responsibility to pay the associated freight charge.

2. Free meals: Gold Tier NFTs will give you the right to free meals in our restaurant in the amount of 500 AUD.

3. Income distribution: Gold Tier NFTs shall entitle the holders to profit distribution rights from the profit that generates the Participating entity. The total distribution of profit shall be limited to 10 percent that shall be distributed on a pro-rata basis to the holders of these particular NFTs.

The profit distribution shall be carried out once a year, in September, to the wallet address of the then NFT holder as of the 30th of June of the respective year. The profit distribution shall be paid in USDC or USDT on the Polygon chain. The cost of transfer shall be subtracted from the total distribution.

4. Exclusive events: Gold Tier NFTs entitle you to attend unique and exclusive events organized by us for NFT holders only that shall be organized from time to time.

Page 5 of 13

5. Airdrop of the Land in Third Wave Metaverse: In the 4th QTR of 2022 the Land in Third Wave Metaverse will be airdropped to each Gold Tier NFT holder on the following terms:

• The airdrop will be implemented on 2022-12-31 at 12:00:00 (UTC) (date of snapshot);

• We will take a snapshot of Gold Tier NFT tokens held by a user at the above time, and will distribute the Land based on the formula as follows:

1 Land NFT = 1 Gold Tier NFT

• We will distribute the Land between the dates of 2022/12/31 and 2023/01/07. Entities and sanctioned countries are not eligible to receive airdrops;

• The Land will be tradeable as a separate NFT;

• The Land holders will be able to add value to the Land via tasks;

• There will be an opportunity to create food specials that may be chosen by Third Wave Café as a special to serve in the restaurant of the Participating Entity. In this case the NFT holder will add value to the Land and will be paid a fee.


Platinum Tier NFTs

The total number of this category of NFTs is 500, each offered for 0.2 ETH, provided that the USD equivalent of 0.2 ETH is not less than 800 USD at the time of Primary Sale. In case 0.2 ETH is less than 800 USD, then the payment for each Platinum Tier NFT shall be made in the amount of 800 USD equivalent of ETH applicable at the time of Primary Sale. The utility and benefits offered by the Platinum tier shall be as follows:

1. Discount: Platinum Tier NFTs entitle you to a 30 percent discount on all foods and drinks at our restaurant. Furthermore, you become entitled to bring up to 3 friends of yours who shall benefit from the same discount as you.

2. Free T-Shirts: Platinum Tier NFTs will give you the right to receive 2 free T-shirts from us. You shall note that it is your responsibility to pay the associated freight charge.

3. Free monthly special: NFTs of this Tier give you the right to a free monthly special at our restaurant that can be used once a month.

4. Profit distribution: Platinum Tier NFTs shall entitle the holders to profit distribution rights from the profit that generates the Participating entity. The total distribution of profit shall be limited to 20 percent that shall be distributed on a pro-rata basis to the holders of these particular NFTs.

The profit distribution shall be carried out once a year, in September, to the wallet address of the then NFT holder as of the 30th of June of the respective year. The profit distribution shall be paid in USDC or USDT on the Polygon chain. The cost of transfer shall be subtracted from the total distribution.

5. Unique Events: Platinum Tier NFTs entitle you to attend unique and exclusive events, up to 4 years a year, organized by us for NFT holders only that shall be organized from time to time. Furthermore, holders of this type of NFTs shall be entitled to a 30 percent discount to access these events.

6. Free Sauce: Platinum Tier NFTs entitle you to receive 4 bottles of Third Wave Barbecue Sauce. You shall note that it is your responsibility to pay the associated freight charge.

7. Airdrop of the Land in Third Wave Metaverse: In the 4th QTR of 2022 the Land in Third Wave Metaverse will be airdropped to each Platinum Tier NFT holder on the following terms:

• The airdrop will be implemented on 2022-12-31 at 12:00:00 (UTC) (date of snapshot);

• We will take a snapshot of Platinum Tier NFT tokens held by a user at the above time, and will distribute the Land based on the formula as follows:

1 Land NFT = Platinum Tier NFT

• We will distribute the Land between the dates of 2022/12/31 and 2023/01/07. Entities and sanctioned countries are not eligible to receive airdrops;

• The Land will be tradeable as a separate NFT;

• The Land holders will be able to add value to the Land via tasks;

• There will be an opportunity to create food specials that may be chosen by Third Wave Café as a special to serve in the restaurant of the Participating Entity. In this case the NFT holder will add value to the Land and will be paid a fee.

OUR WARRANTIES

We represent and warrant that we are legally entitled to, and are capable of, selling the NFTs offered for sale on Our Site.

We further represent and warrant that in case we discontinue or alter the rights or features of any NFTs you have purchased from us we will give you prior notice.

WARRANTIES OF PURCHASER

You represent and warrant that: a) you are experienced enough regarding the purchase of NFTs, and possess sufficient experience in dealing with and storing NFTs using a Digital Wallet, b) any and all information you provide to us is true and accurate as at the time it is given, c) Digital Wallet address you supply is generated pursuant to the best practice security measures and no other party, other than you or your authorized representative, has used or has access to, private keys, login, and passwords, the backup phrases of your Digital Wallet, d) your purchase of any NFTs under these Terms and your use of the NFTs will be legal under the applicable laws in Your Jurisdiction, and e) you have had the opportunity to obtain independent legal advice in relation to these Terms under which NFTs are offered to you.

DISCLAIMERS

Possessing any NFTs that are bought from Our Site does not, in any way, grant a right of ownership, right to participation, right to receive dividends, voting rights, or any related rights in the Seller or Participating entity.

We shall not be liable for the performance, errors or omissions of unaffiliated third parties, including decentralized networks such as blockchain networks, as well as courier companies, postal services, and other delivery services not under our reasonable control, and third parties not under our reasonable control providing services to the blockchain industry including without limitation entities providing processing and payment or transaction services, banking partners, and decentralized blockchain networks upon which any NFT depends or forks of those blockchain networks.

We shall not be liable or responsible for your failure to comply with any laws or regulations governing the transfer and use of NFTs. Furthermore, you are solely responsible for adhering to all applicable laws, rules, and regulations enacted by governmental authorities in your Jurisdiction.

NFTs entitling holders to profit distribution rights shall not be considered as a security or shall not give holders any ownership rights.

In the event these NFTs are found to be securities under Australian laws by any competent courts or authorities we shall have the right to remove this particular feature from our NFTs.

We refrain from making any projections in relation to our future profits.

In case you purchase any of the NFTs which give you the right to receive profit distribution rights, you shall acknowledge that our profits may depend on several factors, and in no case, we can guarantee that our business will generate profit in any given year.

SALE OF BUSINESS

In the event of any merger, acquisition of all or a portion of our business by another company, sale of company assets (collectively “sale of business”) the benefits provided by the NFT will carry on, to the fullest extent possible. Where it cannot, we will work out an appropriate compensation scheme at our sole discretion.

You acknowledge and agree that we shall not be liable to you for any loss of profits, business interruption, personal injury, or moral damages which are directly or indirectly relating to your inability to enjoy the features or rights of the NFT you have bought from us as a result of the sale of business.

INDEMNIFICATION

You hereby agree to indemnify and hold us and our Personnel harmless and will keep us and our Personnel indemnified at all times to the fullest extent permitted by law relating to any claim or demand made by any third party due to or arising out of (i) your violation of these Terms, or (ii) your violation of applicable laws or regulations.

Furthermore, we retain the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF OUR SITE AND NFTs.

YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF OUR SITE AND NFTs MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR SITE AND PURCHASE OF NFTs IS AT YOUR OWN RISK.

YOU ACKNOWLEDGE AND AGREE THAT THE NFTs ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE, OUR DIRECTORS, OFFICERS AND EMPLOYEES, THE DAO, NOR ITS SUPPLIERS, PARTICIPAING ENTITIES OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY OR THEFT OR MISAPPROPRIATION OF PROPERTY OR ANY OTHER THEORY (EVEN IF YOU HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OUR SITE OR NFTs.

WE HEREBY EXPRESSLY DISCLAIM, WAIVE, RELEASE AND RENOUNCE ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE, OUR DIRECTORS, OFFICERS AND EMPLOYEES AND THE DAO HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO ITS GROSS NEGLIGENCE.

WE, OUR DIRECTORS, OFFICERS AND EMPLOYEES AND THE DAO WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR THE METAMASK OR ANY OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM:

(A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS;

(B) SERVER FAILURE OR DATA LOSS;

(C) CORRUPTED WALLET FILES;

(D) INTELLECTUAL PROPERTY INFRINGEMENT BY THE USERS;

(E) 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 TOOLS, ETHEREUM NETWORK, OR THE METAMASK OR OTHER ELECTRONIC WALLET.

ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE POLYGON CHAIN. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE OWNERSHIP RECORD OR SMART CONTRACTS.

WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAIN OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

LIMITATION OF LIABILITY

We will not be liable to you for anything done, omitted, or suffered by us acting in good faith when providing NFTs to you pursuant to these Terms, including in the event of a Force Majeure Event, unless we have committed a material breach of these Terms or engaged in gross negligence, fraud, or willful misconduct when providing NFTs to you under these Terms.

You hereby release and forever discharge Us and our officers, employees, agents, successors, and assigns from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the sale of NFTs and/or using Our site.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

YOU UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS.

YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE NFT OR DAO, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE AMOUNT OF USD 1000.

YOU ACKNOWLEDGE AND AGREE THAT WE ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US.

In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall We be liable to you for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of the purchase of NFTs or out of the use or inability to use the NFTs (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses).

WE WOULD NOT BE ABLE TO PROVIDE NFTs TO YOU WITHOUT THESE LIMITATIONS, YOUR WARRANTIES AND GUARANTEES SET FORTH HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO PERSONAL INJURY CLAIMS (ONLY).

The Parties agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis.

LAW AND JURISDICTION

These Terms, and the relationship between you and us, whether contractual or otherwise, shall be governed by, and construed in accordance with the laws of Victoria and Australia, without regard to any conflict of law provisions.

In the event of any controversy, dispute or claim (collectively “dispute”) between you and us arising out of or in connection with these Terms, the Parties shall attempt, in good faith, to resolve any such dispute among themselves in an amicable fashion.

If the Parties are not able to resolve any such dispute within 30 days, then either Party may submit such dispute to mediation. If the dispute cannot be resolved through mediation within a month of the submission to mediation, then the Parties shall be free to initiate legal proceedings and pursue any right or remedy available to them in which case the competent courts of Victoria, Australia will have the jurisdiction to hear the cases.

SEVERANCE

The provisions of these Terms are independent and severable from each other. If any provision of these Terms become void, unenforceable, illegal or otherwise invalid in a jurisdiction this does not affect or impair: a) the legality, validity, or enforceability in that jurisdiction of any other provision of these Terms; nor b) the legality, validity, or enforceability under the law of any other jurisdiction of that or any other provision of the Terms.

ENTIRE AGREEMENT

These Terms constitute the entire agreement of the Parties in respect of the subject matter of these Terms and supersede all prior discussions, representations, undertakings, and agreements between the Parties.

OTHER IMPORTANT TERMS

Our Site will guide you through the NFT ordering process. Before submitting your order, you will be given the opportunity to review your order and amend it.

Please ensure that you have checked your order carefully before submitting it.

If, during the order process, you provide us with incorrect or incomplete information, please contact us as soon as possible. If we are unable to process your order due to

incorrect or incomplete information, we will contact you to ask to correct it. If you do not give us the accurate or complete information within a reasonable time of our request, we will cancel your order and treat the agreement as being at an end. If we incur any costs as a result of your incorrect or incomplete information, we may pass those costs on to you.

In order to verify whether a holder genuinely holds an NFT, we will use a web application developed by us for verification purposes. You shall acknowledge that you may be requested to verify through our web application that you are the rightful owner of the NFT.

If you engage in a Secondary Sale of your NFT, you acknowledge, agree and guarantee Us that We shall have the right to 5 (five) percent of the Secondary Sale Price.

Any third party through which the Secondary Sale occurs shall collect this amount and give it to us or, alternatively, the NFT holders themselves shall transfer this amount to us, each within 14 days of the completion of the Secondary Sale.

Every third party during a Secondary Sale of your NFT is bound by these Terms and Conditions in relation to conditions of the Secondary Sale set forth herein.

You acknowledge and agree that We entered into these Terms and Conditions in reliance upon the warranties and guaranties provided by you.

CONTACTING US

If you have any questions, we would be happy to answer them. Do not hesitate to contact us for any inquiries you might have at info@thirdwavecafe.com.au.