Terms of Use

BMAG Bitcoin Museum & Art Gallery, a subsidiary of BTC Inc. ("BMAG," "we," "us," or "our") welcomes you. These terms of use (these "Terms of Use") govern your access to our digital marketplace platform and related services that are made available to you through shop.museum.b.tc ("Platform"), as well as your access to our website located at https://shop.museum.b.tc (the "Site").

By browsing the public areas of the Site and/or by accessing and/or using the Platform, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which are hereby incorporated by reference (collectively, this "Agreement"). We may update these Terms of Use from time to time, and if you access or use the Site and/or the Platform after such modified changes go into effect, you will be deemed to agree to the modified terms. If you do not agree to any of these terms, then you are not permitted to use the Site and the Platform.

THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

1. Description and Use of Our Platform

The Platform is a marketplace where people can buy, sell and trade physical goods, artwork, collectibles, and ownership rights to tangible digital goods (such as domain names) ("Physical Goods") and digital goods in the form of non-fungible tokens ("NFTs"). The digital goods in the form of non-fungible tokens are called "Collectible NFT Assets." Physical Goods and Collectible NFT Assets are collectively referred to herein as the "Goods."

Each Collectible NFT Asset consists of the digital good (as applicable) and an associated NFT minted to demonstrate rights ownership and authenticity of the good. Sellers of Goods are called "Sellers," and purchasers of Goods are called "Collectors." Some of the Goods will be available for immediate purchase while others will be offered at auction to the highest bidder. Your purchase of the Goods is subject to availability.

Each Collectible NFT Asset offered on the Platform is an NFT on the Bitcoin blockchain network (the "Bitcoin Network").

BMAG is not a party to any agreement or transaction between Sellers and Collectors. You are solely responsible for verifying the legitimacy, identity and authenticity of the Goods that you purchase through the Platform.

We provide Visitors, Sellers and Collectors with access to the Site and the Platform as described below:

• Visitors, as the term implies, are people who are not Sellers or Collectors, but want to explore the Site. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Site; (ii) subscribe to communications; and/or (iii) contact us.
• Sellers and Collectors can do all the things that Visitors can do, as well as access and use password-protected areas of the Platform, and buy, sell, and trade Goods.

We are under no obligation to accept any individual as a Seller or Collector and may accept or reject any registration in our sole and complete discretion. In addition, we may, but are not required to, deactivate any account at any time, including, without limitation, if we determine that a Seller or Collector has violated these Terms of Use.

2. Eligibility

The Platform is available only for individuals aged 18 years or older. If you are under 18, please do not use the Platform. By accessing and/or using the Platform, you represent and warrant that you are at least 18 and that you have full capacity and authority to be bound by these Terms of Use under applicable law.

3. Use of Personal Information

Your use of the Site and the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

4. Scheduled Sales: Auctions and Fixed Price

The Platform allows Sellers to sell Goods in an auction or a fixed price sale format. Sellers can set the specifics of the sale, including but not limited to, the duration, time and the price of the Goods that the Seller would like to list for sale.

If you wish to participate in an auction you may be required to deposit a certain fixed amount or percentage of your bid as collateral ("Bidder Collateral"). The amount of applicable Bidder Collateral will be made known to you when you place the bid. All bidders will get back their Bidder Collateral at the end of the auction, subject to these Terms of Use and applicable law. Notwithstanding the foregoing, if you are the winning bidder for an auction and you do not pay in full the winning bid price for the applicable Good, you will not get back your Bidder Collateral.

When you buy Goods through the Platform, you acknowledge and agree that:

• You are solely responsible for reading the listing of the Goods before making a bid or offer, buying or committing to buy;
• We do not transfer legal ownership of Goods from Seller to you; and
• You enter into a legally binding contract to purchase the Goods when you buy, commit to buy the Goods, or when your offer for the Goods is accepted or your bid is accepted.

5. Digital Marketplace — Buying and Selling Collectible NFT Assets

The Platform is a marketplace where Sellers can sell Collectible NFT Assets and Collectors can buy Collectible NFT Assets from such Sellers. Our Platform enables the purchasing of Collectible NFT Assets. Purchases made on the Platform will be subject to a transaction fee. When you purchase a Collectible NFT Asset on the Platform, Seller or BMAG will send the token to your Wallet address.

When you purchase Collectible NFT Assets, you will have to provide an email address and your Wallet address so that Sellers can deliver the Collectible NFT Assets to you. We do not take custody of the Collectible NFT Assets except in certain situations when we escrow the Collectible NFT Assets on behalf of Seller. The Collectible NFT Assets that you purchase through the Platform are sent directly to your Wallet address.

You can use your Wallet to purchase, store, and engage in transactions using Bitcoin or approved fiat currency only. You may not make purchases through the Platform using any other digital asset except as explicitly approved by the Platform. Please make sure that you do not send digital assets other than Bitcoin to us. We are not responsible or liable for any lost or destroyed digital assets.

6. Transactions on the Platform

Transactions that take place on the Platform are managed and confirmed via the Bitcoin Network or the Lightning Network. You understand that your Bitcoin Network public address will be made publicly visible whenever you engage in a transaction on the Platform. We have no liability to you, or to any third party, for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Bitcoin Network or the Lightning Network.

Once you initiate a Bitcoin transaction, the transaction cannot be reversed once the transaction has been confirmed. This is inherent in the nature of the Bitcoin Network. You are responsible for verifying that you have input the correct Bitcoin address into the recipient field and the correct Bitcoin price into the amount field in your digital wallet software.

7. Payment and Fees

Transaction Fees

We escrow the payment we receive from Collectors and send the payment to Sellers once the transaction for the sale of the Goods is completed. Sale price for each Good is set by the Seller; BMAG does not set the price of sale for the Good. We charge a transaction fee to Sellers for use of the Platform (the "Transaction Fees"). The applicable Transaction Fees will be made known to you when you list the Good for sale on the Platform. Our Transaction Fees are collected at the time of sale, as applicable.

No Refunds

All fees charged by us hereunder are non-refundable, except as determined by us in our sole discretion. We reserve the right to change our fees or add additional fees at any time.

Blockchain Transaction Processing

All blockchain-based financial transactions via the Platform will be conducted through the Bitcoin Network and the Lightning Network. You warrant and represent that you are the valid owner or an authorized user of the payment account that you provide through the Bitcoin Network and the Lightning Network. We have no control over these payments or transactions, nor do we have the ability to reverse or refund any payments or transactions. We have no liability to you, or to any third party, for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform.

Shipping Fees; Insurance

You agree to pay all applicable shipping fees made known to you when you purchase Goods through the Platform ("Shipping Fees"). You may have the option to purchase insurance in order to insure your Goods. If you purchase insurance, you agree to pay all applicable insurance fees ("Insurance Fees"). Please be advised that insurance may only cover the cost of Goods that are lost in transit, and it may not cover any costs related to tampered or damaged Goods.

Taxes

You will be solely responsible to pay any and all taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the "Taxes") associated with your use of the Platform.

8. Shipping; Insurance

If you wish to purchase a Good, you will have to provide your shipping address where you would like to receive the Physical Good or your Wallet address where you would like to receive the Collectible NFT Asset. All Goods purchased through the Platform will be shipped and delivered by BMAG or by the Sellers of the Goods. In some cases, BMAG takes possession of the Goods and will deliver the Goods to you on behalf of Seller.

9. Community Guidelines

By accessing and/or using the Site and the Platform, you agree to comply with the following community guidelines:

• You will comply with all applicable laws relating to your use of the Site and the Platform and will not use the Site and the Platform for any unlawful, deceptive, or fraudulent purpose;
• You will not upload, post, e-mail, transmit, or otherwise make available any content that infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity;
• You will not upload content that is defamatory, libelous, indecent, obscene, invasive of another's privacy, promotes violence, or contains hate speech;
• You will not "stalk," threaten, or otherwise harass another person;
• You will not access or use the Site and the Platform to collect any market research for a competing business;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not interfere with or attempt to interrupt the proper operation of the Site and the Platform through the use of any virus, device, or software;
• You will not use any robot, spider, scraper, or other automated means to access the Site and the Platform for any purpose without our express written permission;
• You will not take any action that imposes an unreasonable or disproportionately large load on our technical infrastructure;
• You will not take any action that involves or results in the wrongful seizure or receipt of any NFTs or other digital assets.

We have the right, but not the obligation, to review and reject or remove content that, in our sole discretion, does not adhere to these Community Guidelines. We also reserve the right to deny you access to the Site and the Platform, or to any portion of the Site and the Platform, for any reason with or without notice.

10. Account Security

When you create an account, you may be asked to create a sign-in name ("Sign-In Name"), a password ("Password"), and perhaps certain additional information that will assist in authenticating your identity when you log in in the future ("Unique Identifiers"). When creating your account, you must provide true, accurate, current, and complete information. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers. You will promptly inform us of any need to deactivate a Password or Sign-In Name. We will not be liable for any loss or damage caused by any unauthorized use of your account.

11. Intellectual Property

Apart from the NFTs, the Site and the Platform may contain material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of us (collectively referred to as the "BMAG Content"). You shall not (i) sell, transfer, assign, license, sublicense, or modify the Site, the Platform or any BMAG Content; (ii) reproduce, display, publicly perform, make a derivative version of, distribute, reverse engineer or otherwise attempt to discover the source code of any software contained in or relating to the Site, the Platform or any BMAG Content; or (iii) otherwise use the Site, the Platform or any BMAG Content in any way for any public or commercial purpose or in any manner other than as expressly permitted in these Terms of Use.

The trademarks, service marks, and logos of BMAG (the "BMAG Trademarks") used and displayed on the Site and the Platform are registered and unregistered trademarks or service marks of BMAG and BTC Inc. Nothing on the Site and the Platform should be construed as granting any license or right to use the Trademarks without our prior written permission.

12. User Generated Content

Through the Platform, you may create and/or upload data, images and information, including but not limited to the Goods you wish to sell (collectively, the "User Generated Content"). We may remove User Generated Content that violates the terms of this Agreement, or that is offensive or otherwise unacceptable to us in our sole discretion.

You retain all copyrights and other intellectual property rights in and to the User Generated Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your User Generated Content as reasonably necessary to provide the Services.

13. Disclaimers; Limitations of Liability

THE SITE AND THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE PLATFORM WILL OPERATE ERROR-FREE, THAT THE PLATFORM, THE SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES RELATING TO THE SITE AND THE PLATFORM AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

BMAG PROVIDES A TECHNOLOGY PLATFORM THAT CONNECTS SELLERS AND COLLECTORS AND FACILITATES TRANSACTIONS BETWEEN SELLERS AND COLLECTORS OF GOODS. BMAG IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. WE DO NOT AND CANNOT CONTROL THE ACTIONS OR OMISSIONS OF ANY SELLER OR COLLECTOR. YOUR INTERACTIONS AND TRANSACTIONS WITH ANY SELLER OR COLLECTOR THROUGH THE PLATFORM ARE SOLELY BETWEEN YOU AND THAT SELLER OR COLLECTOR, AND WE ARE NOT A PARTY TO ANY SUCH INTERACTION OR TRANSACTION.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS, WE SHALL NOT BE LIABLE FOR (I) INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM THE ACCESS AND USE OF THE SITE AND THE PLATFORM, OR THE INABILITY TO ACCESS AND USE THE SITE AND THE PLATFORM, OR (II) DIRECT DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE TRANSACTION FEES THAT WE HAVE COLLECTED FROM YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Assumption of Risk Relating to NFTs and Blockchain

Volatility

The prices of NFTs are extremely volatile and subjective, as may be the value of the physical assets they represent. NFTs have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Collectible NFT Asset. We cannot guarantee that any Collectible NFT Assets purchased will retain their original value, as the value of collectibles is inherently subjective.

Inherent Risks

There are risks associated with using NFTs, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of your Collectible NFT Assets.

Use of Blockchain

NFTs exist only by virtue of the ownership record maintained on the Platform's supporting blockchain. YOU ACCEPT AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE BITCOIN NETWORK, HOWEVER CAUSED. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE BITCOIN NETWORK OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES.

15. External Sites

The Site and the Platform may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content or products available through such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. If you decide to access linked External Sites, you do so at your own risk.

16. Indemnification

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) breach of any of your representations, warranties or other obligations under these Terms of Use; (ii) your misuse of the Site, the Platform and/or the BMAG Content; (iii) your gross negligence or willful misconduct; (iv) any transaction that you enter into with another user of the Platform; (v) any User Generated Content that you submit through the Platform; or (vi) any actual or alleged infringement or misappropriation of third party intellectual property rights by any content provided by you.

17. Compliance with Applicable Laws

The Site and the Platform is based in the United States. We make no claims concerning whether any content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Site and the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

18. Termination

We reserve the right, in our sole discretion, to terminate these Terms of Use and/or restrict, suspend, or terminate your access to all or any part of the Site and the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site and the Platform at any time without prior notice or liability.

19. DMCA — Copyright Infringement

We respect the intellectual property rights of others and attempt to comply with all relevant laws. If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, please contact us with notice in accordance with the requirements of the Digital Millennium Copyright Act, including (i) a description of the copyrighted work; (ii) the specific location on the Platform where such work is located; (iii) your contact information; (iv) a statement of good faith belief; (v) a statement under penalty of perjury that the information is accurate; and (vi) your electronic or physical signature.

20. Binding Arbitration

IN THE EVENT OF A DISPUTE ARISING UNDER OR RELATING TO THESE TERMS OF USE ("DISPUTE"), SUCH DISPUTE WILL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION GOVERNED BY THE FEDERAL ARBITRATION ACT ("FAA"). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.

All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. If conducted in person, the arbitration shall take place in the United States county where you reside.

21. Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW, (I) NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER; (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR RESOLVED ON A CLASS ACTION-BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (III) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

22. Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights or confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Use. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Delaware for purposes of any such action by us.

23. Miscellaneous

These Terms of Use and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Our failure to act on or enforce any provision of these Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver shall be effective against us unless made in writing. Except as expressly agreed by us and you in writing, these Terms of Use, together with our Privacy Policy, constitutes the entire agreement between you and us with respect to the subject matter hereof.