TERMS OF SERVICE

Last Updated: August 11, 2023

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These Terms of Service (“Terms”) govern your use of services (collectively, the “Services”) provided by Everyrealm Inc. d/b/a Everyrealm (“we”, “us”, “Everyrealm”) through our website (www.everyrealm.com) (the “Website”). These Terms are a binding legal agreement between you or the entity you represent (“you”) and Everyrealm. A “user” is you or anyone who accesses, browses, or in any way uses the Services. These Terms refer to our privacy policy, incorporated into these Terms by reference, which also applies to your use of the Services and which sets out the terms on which we process any personal data or information we collect from you or that you provide to us (the “Privacy Policy”).

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Please read the Terms carefully before you start to use the Services offered on the Website. By using the Services, you accept and agree to be bound and abide by these Terms and our Privacy Policy. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Services.

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The Services are offered and available to users who are 18 years of age or older. By using these Services, you represent and warrant that you are of legal age to form a binding contract with Everyrealm and meet the foregoing eligibility requirements. If you do not meet all of these requirements, you must cease access and use of the Services.

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1. Changes to the Terms

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We reserve the right, in our sole discretion, to change, modify, add, or remove portions of these Terms at any time, without notice. Any changes or updates will be effective immediately upon posting to this page. You are expected to review these Terms regularly for changes, as they are binding on you. You can determine if changes have been made by checking the effective date at the top of these Terms. Your continued use of our Services following the posting of any changes to these Terms means you consent to such changes.

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2. Accessing the Services

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By accessing or using the Services:

(a) You acknowledge that you have read, understood, and accept these Terms and any additional documents or policies referred to in or incorporated into these Terms;

(b) If these Terms have materially changed since you last accessed or used the Services, you acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the revised Terms;

(c) You represent and warrant that you are at least 18 years of age and have the right, authority, and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent; and

(d) You consent to receive communications from us electronically, and you agree that such electronic communications, notices, and postings satisfy any legal requirements that such communications be in writing.

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3. Conditions of Service

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It is a condition of your use of the Services that the information you provide is correct, current, and complete. You are responsible for making all arrangements necessary for you to have access to the Services. You agree that we will not be liable to you for any unavailability, modification, suspension, or discontinuance of the Services. The Services are provided exclusively for personal and noncommercial use.

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4. Prohibited Uses

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You may use the Services only for lawful purposes and in accordance with these Terms. We are under no obligation to enforce the Terms on your behalf against another user. We encourage you to let us know if you believe another user has violated the Terms or otherwise engaged in prohibited or illegal conduct. You agree not to, and will not assist, encourage, or enable others to use the Services:

To create, send, knowingly receive, display, transmit, use, or reuse any material which may:

• Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person;
• Violate or assists in the violation of legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms or our Privacy Policy;
• Be likely to deceive or confuse any person;
• Violate these Terms or any other rules or policies posted by us on our website or otherwise provided to you;
• Reverse engineer, reverse compile, reverse assemble or perform any other operation with the Services that would reveal any source code, trade secrets, know-how or other proprietary information;
• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services, except as expressly authorized by Everyrealm;
• Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services;
• Record, process, harvest, collect, or mine information about other users;
• Access, retrieve, or index any portion of the Services for purposes of constructing or populating a searchable database;
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose;
• Use the Services to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, “Viruses”);
• Use the Services to violate the security of any computer network, including accessing passwords or security encryption codes;
• Remove, circumvent, disable, damage, or otherwise interfere with any security-related features or other restrictions of the Services;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services;
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack; or
• Otherwise attempt to interfere with the proper working of the Services. The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to the restrictions (even if permissible under applicable law) without providing 30 days' prior written notice to us at hello@everyrealm.com, together with any information that we may reasonably require in order to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

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5. IP Ownership

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We, or an entity affiliated with us, own the Services and all of our trademarks, logos, and branding in connection with the Services (“Everyrealm Content”), including current and future proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Everyrealm Content and the Services (collectively, “Everyrealm IP”). Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Everyrealm IP are retained by us.

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Outside the Everyrealm Content, all other trademarks, product names, and logos on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted by Everyrealm infringes your copyright or trademark rights, please file a notice of infringement by contacting Everyrealm's Copyright Agent at hello@everyrealm.com.

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In such event, please provide Everyrealm's Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Site of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

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Everyrealm's policy is to suspend or terminate the account of repeat copyright infringers. Everyrealm's response may depend on relevant aggravating or mitigating circumstances, but generally we will terminate an account if it is the subject of three valid infringement notices.

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6. Limited License

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We grant you a personal, limited, revocable, non-exclusive and non-transferable license to access and use the Services subject to the restrictions set out in these Terms (the “Limited License”). This Limited License is exclusive to you and you may not sublicense the usage of the Services.
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7. UK and European Union users and residents

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If you are a resident of the UK or the European Union, data protection is a “fundamental right”. You have the right to access and to protect your personal data that has been collected. If any complaint with us is not satisfactorily resolved, you have the right to file a claim with your local data protection supervisory authority. You can find their contact details here: https://www.edpb.europa.eu/about-edpb/about-edpb/members.

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8. California users and residents

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If you are a California user or resident and have a complaint with us that you believe is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

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9. Links to other sites

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If there are other websites and resources linked to the Services, these links are provided only for the convenience of our users. We have no control over the contents of those websites or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the Terms and conditions of use for such websites.

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Everyrealm may rely on third-party platforms, including but not limited to MetaMask and/or Opensea to perform Everyrealm transactions. Our Site may contain links to third-party websites or applications (collectively, “Third Party Sites”). Everyrealm does not own or control Third Party Sites. You understand and agree that your use of any Third Party Site is subject to any terms of use and/or privacy policy provided by such Third Party Site. Everyrealm is not a party to any such agreement. You should review any terms of use and/or privacy policy provided by such Third Party Site and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

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Everyrealm provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, or their products or services. You use all links in Third Party Sites at your own risk. When you leave our Site, our Agreement and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Site.

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Some transactions on our site may be facilitated and run by Metamask and/or Opensea. Any such transactions are governed by the Metamask or Opensea Terms of Service and/or Privacy Policy, as applicable.

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10. No Guarantee of Service

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Although we hope to make the Services available at all times in the future, there may be times when we need to disable the Services either temporarily or permanently. The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. Keep this in mind as Everyrealm will not be liable if all or any part of the Services are unavailable at any time, for any period of time. Also, from time to time, we may restrict access to some parts of the Services, or the entire Services, to users. We cannot and do not make any representations or warranties with respect to the devices you use to access or use the Services, including with respect to device compatibility.

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11. General Waiver; Assumption of Risk

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Everyrealm does not give investment advice, endorsement, analysis, or recommendations with respect to any securities and is not a registered broker-dealer, funding portal or investment advisor. Any securities referenced here are being offered by, and all information included on this Website related to such securities is the responsibility of, the applicable issuer of such securities. The intermediary (if any) facilitating the offering will be identified in an issuer's offering documentation. Any historical returns, expected returns, or probability projections may not reflect actual future performance. All securities involve risk and may result in partial or total loss. Everyrealm is not being compensated for hosting this Website. No offers are being made to any person in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Everyrealm is not authorized to provide such information or services. All users – persons or entities – accessing the Services do so on their own initiative and are responsible for compliance with applicable local laws and regulations. Nothing contained in the Services constitutes investment, financial, accounting, tax or legal advice; nor should be considered an offer, solicitation of an offer or advice to buy or sell securities.

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Everyrealm does not give any advice or recommendation regarding NFTs, including, but not limited to, the suitability and/or appropriateness of, and investment strategies for, the purchase of the NFTs for financial investment purposes. You are solely responsible for determining the nature, potential value, suitability, and appropriateness of your purchase of the NFTs for yourself for any purpose. The NFTs are not designed for investment purposes and Everyrealm does not give any advice or recommendation that the NFTs are to be considered a type of financial investment by any law, rule, or regulation. With respect to your purchase of the NFTs, you acknowledge and agree that you are not expecting to profit from the NFTs based on any efforts by Everyrealm or its affiliates. The purchase of a NFT is a non-reversible and non-refundable event. Everyrealm shall have no obligation or liability for the secure custody or use of the NFT and any losses arising from such custody or use or solely the purchasers.

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Please note the following risks in accessing or using Everyrealm: The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations; fluctuations in the price of other digital assets could materially and adversely affect NFTs, which may also be subject to significant price volatility; legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs; NFTs are not legal tender and are not backed by the government; transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction; the value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for permanent and total loss of value of a particular NFT should the market for that NFT disappear; the nature of NFTs may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties experienced by Everyrealm may prevent the access to or use of your digital assets and/ or personal information; and changes to any third party sites may create a risk that your access to and use of Everyrealm will suffer.

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You are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. You access and use Everyrealm at your own risk; however, you also acknowledge that this brief statement does not disclose all of the risks associated with NFTs and other digital assets. You agree and understand that Everyrealm will not be responsible for any communication failures, disruptions, errors, distortions or delays it may experience when using, selling or promoting NFTs, however caused.

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You hereby expressly waive and release any and all claims, now known or hereafter known, against Everyrealm, its affiliates and their officers, directors, manager(s), employees, agents, shareholders/members (collectively, “Releasees“), related to the NFTs, whether arising out of the ordinary negligence of Everyrealm or any Releasees or otherwise. You covenant not to make or bring any such claim against Everyrealm or any other Releasee, and forever release and discharge Everyrealm and all other Releasees from liability under such claims.

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12. Disclaimer of Warranties

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EVERYREALM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EVERYREALM DOES NOT GUARANTEE THE ACCURACY, TIMELINESS, COMPLETENESS OR USEFULNESS OF THE SERVICES OR ANY CONTENT. YOU AGREE TO USE THE SERVICES AT YOUR OWN RISK.

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13. Limitation of Liability

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YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE SERVICES AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EVERYREALM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT EVERYREALM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SERVICES. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL INFORMATION ABOUT YOURSELF IN YOUR USE OF THE SERVICES AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT. IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH ANY OF THESE TERMS, OR FEEL WE HAVE BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (i) THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE APPLICABLE CLAIM, IF ANY OR (ii) $100. IT IS THE INTENTION OF YOU AND US THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

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14. Indemnification

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You shall indemnify and hold harmless Everyrealm, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) resulting from (i) your violation of these Terms, (ii) your use or access of the Services, (iii) your violation of any third party right, including without limitation, any intellectual property right or right of publicity, (iv) any claim that your use of the Services caused damage to a third party or (v) from any decisions or investments that you make based on the Services or through any other investment vehicle referenced via the Services.

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15. Governing Law

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All matters relating to the Website, the Services and these Terms (including the Privacy Policy), and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by the laws of the State of New York, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York.

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16. Arbitration and Class Action Waiver

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• A. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EVERYREALM. For any dispute with Everyrealm, you agree to first contact us at hello@everyrealm.com and attempt to resolve the dispute with us informally. In the unlikely event that Everyrealm has not been able to resolve a dispute it has with you after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York County, New York, unless you and Everyrealm agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorneys' fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Everyrealm from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

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• B. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND EVERYREALM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

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17. General Terms

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These Terms constitute the sole and entire agreement between you and Everyrealm with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Services. No waiver of these Terms by Everyrealm shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Everyrealm to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties' intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Everyrealm's prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.

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18. Contact

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All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: hello@everyrealm.com. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third-parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development that is owned by us, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Everyrealm and its users any claims and assertions of any moral rights contained in such Feedback.