General Terms and Conditions

Grass OpCo Ltd. (“Grass”, “we”, “us”, or “our”), a subsidiary of Grass Foundation operates www.grass.io, app.grass.io, www.grassfoundation.io, and https://grass- foundation.gitbook.io/grass-docs websites (collectively, the “Websites”) as well as the Grass™ extension, dashboard, applications, and services that are made available by Grass through the Websites, including in connection with the Grass Airdrop Program and the Grass Staking Program (collectively, the “Grass Services”). The Grass Services provide users with the ability to participate in and support a Decentralized Internet Networking Ecosystem that facilitates access to and use of public web data (the “Grass Network”).

These General Terms and Conditions (these Terms) govern your access to and use of the Grass Services and participation in the Grass Network. These Terms incorporate our Privacy Policy by reference, which can be accessed at https://www.grass.io/privacy-policy. These Terms also apply to your participation in the Grass Airdrop Program and Grass Staking Program. To participate in the Grass Airdrop Program or the Grass Staking Program, you must also read, accept, and agree to be bound by the terms and conditions applicable to the applicable program as a requirement for your participation. The Grass Airdrop Program Terms and Conditions are available here (the “Airdrop Program Terms”). The Grass Staking Program Terms and Conditions are available here (the “Staking Program Terms”).

If the individual who accepts these Terms does not have the authority, or does not agree with and accept to be bound by these Terms, that individual must not accept these Terms and may not access or use the Grass Services or participate in the Grass Network.

The Grass Services and the Grass Network may not be accessed or used by (a) any person or entity that (i) resides in, is located, is incorporated, or has an office in any jurisdiction that is subject to any economic or financial sanctions; (ii) any person who resides in any jurisdiction where your access to or use of the Grass Services or participation in the Grass Network is illegal or not permitted by applicable law; or (iii) any person or entity that is the subject of any economic or financial sanction (each, a “Restricted Person”); or (b) any individual who is under the age of majority in their jurisdiction of residence (each, a Minor). If you are a Restricted Person or a Minor you are not permitted to access, use, or download the Grass Services or participate in the Grass Network. Use of a virtual private network to circumvent the restrictions set out in these Terms is strictly prohibited.

To access, use, or download the Grass Services or participate in the Grass Network, you must accept these Terms. Subject to the terms and conditions of these Terms, Grass will provide you with access to and use of the Grass Services. Your right to access, use, and download the Grass Services or participate in the Grass Network is personal and non- exclusive, may not be transferred or licensed to any other person or entity, and may be revoked by Grass at any time, in accordance with these Terms. If you fail to verify your account within a reasonable period of time following the creation of your account, as determined by Grass, Grass may delete or suspend your account. If your account has been suspended or deleted for any reason, whether by you or Grass, you may not be able to recover any of the data, rewards, points, or other information associated with such account.

Before completing the registration process for your account, you will be required to indicate your acceptance of these Terms. By creating an account, you represent, warrant, and covenant that you (a) can form a binding contract with Grass; (b) will comply with these Terms and all applicable laws, rules, and regulations; (c) will provide accurate, current, and complete information about yourself as prompted by our registration form or otherwise; and (d) will maintain and update your information, including your contact information, so that it remains accurate, current, and complete at all times.

You will be responsible for the confidentiality and use of your username and password and agree not to transfer to any third-party your right to use or access the Grass Services or the Grass Network via your account. Grass disclaims any and all responsibility or liability for any unauthorized use of your account. You agree to notify us immediately of any unauthorized use, theft, or appropriation of your account, username, or password. We will not be liable for any loss that you incur as a result of someone else’s use of your account, username, or password, either with or without your knowledge. For clarity, you are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities that are conducted through your account.

You are responsible for ensuring that you are able to access and maintain access to any digital wallet that you use in connection with the Grass Services, including to participate in the Grass Airdrop Program or the Grass Staking Program. Once you connect a digital wallet for use in the Grass Airdrop Program or the Grass Staking Program, you may not be able to change or switch that digital wallet to a different wallet, including in circumstances where you have lost access to the digital wallet. For example, any user who connected a digital wallet to participate in the first Airdop is not able to switch to a different wallet for the purposes of participation in the first Airdrop.

You acknowledge and agree that all right, title, and interest in and to the Grass Services, Grass Network, and all works, designs, content, data, information, features, functionality, software, code, documentation, and other materials that form part of or are generated as a result of the use or operation of the Grass Services and Grass Network, including the Grass Trademarks (collectively, the “Grass Property”) are the sole and exclusive property of Grass, its affiliates, and their respective licensors. Neither these Terms nor your use of the Grass Property convey or will convey to you any right, title, or interest in or in relation to the Grass Property, except for the limited right to access and use the Grass Services and participate in the Grass Network that is granted to you expressly in these Terms. All rights in and to the Grass Property, and the intellectual property in and related to them are expressly reserved by their owner(s). You may not use, reproduce, or otherwise exploit the Grass Property for any purpose, whether commercial or non-commercial, that is not expressly authorized by these Terms without the prior written permission of Grass.

The trademark “Grass”, and all related logos, designs, and slogans are trademarks that are owned by Grass and its licensors (the “Grass Trademarks”). You may not use or display the Grass Trademarks without the prior written permission of Grass. All goodwill arising in connection with the use or display of the Grass Trademarks will accrue to Grass and its licensors. All rights in and to the Grass Trademarks are expressly reserved.

You grant to Grass, its affiliates, and their respective licensees, successors, and assigns, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid up, transferable, and sublicensable right and license to use and incorporate into the Grass Property any information, suggestion, enhancement, request, recommendation, correction, or other feedback provided by you relating to the Grass Property or the business, products, or services of Grass or its affiliates.

You agree that you will comply with these Terms and all applicable laws that apply to you in connection with your access to and use of the Grass Services and participation in the Grass Network.

You agree that you will not:

Engaging in prohibited conduct constitutes a breach of these Terms and may subject you to civil liability or criminal prosecution under applicable laws. Grass reserves the right to investigate, suspend, and/or terminate (a) your account, (b) participation in the Grass Airdrop Program, or participation in the Grass Staking Program, without a refund of any purchases or settlement of any outstanding accounts or amounts, if you have violated these Terms, misused any Grass Property, or have acted in a manner that Grass considers as inappropriate or unlawful.

While we endeavour to keep downtime to a minimum, we cannot promise that the Grass Services or Grass Network or their availability will be uninterrupted, secure, or error-free. We reserve the right to interrupt or suspend access to the Grass Services, Grass Network, or any other Grass Property, or any part thereof, with or without prior notice for any reason and you will not be entitled to any refund of fees or other compensation for any such interruption or suspension.

You are solely responsible, at your own expense, for obtaining and maintaining all Internet access, computer hardware, and other equipment and services needed to access and use the Grass Property.

Grass updates the content associated with the Grass Services periodically. However, Grass does not guarantee or accept any responsibility or liability for the accuracy, currency, or completeness of such content. Grass may revise, supplement or delete any information, content, features, functionality, services, or resources contained on the Grass Services and reserves the right to make such changes without prior notification to past, current, or prospective users, including you.

The disclaimers set out in this Section 7 will not limit or exclude any warranties that cannot be excluded or limited under applicable law.

The Airdrop Program Terms and the Staking Program Terms each contain additional acknowledgments and disclaimers that apply to your participation in the Grass Airdrop Program and Grass Staking Program. You must read, accept, and agree to be bound by the Airdrop Program Terms and the Staking Program Terms to participate in these programs.

All users are responsible for their (a) access, use, and download of the Grass Services, participation in the Grass Network, and use of any other Grass Property; and (b) access, use, and interaction with any third party services, products, or technologies, including your compliance with all applicable laws in connection with the foregoing. Your access to and use of the Grass Services, participation in the Grass Network, and use of any other Grass Property is purely voluntary, and you freely accept all risks and liabilities associated with the foregoing.

You acknowledge and agree that we reserve the right to:

• take any necessary legal action, including but not limited to, referral to law enforcement, for any illegal or unauthorized use of the Grass Services, Grass Network, or any other Grass Property;
• cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Grass Services or Grass Network.

You waive and release Grass and its affiliates from and against any and all claims resulting from any action taken by Grass or its affiliates during, or as a consequence of, investigations by any governmental authority.

The limitations of liability in this Section 10 do not affect any liability that cannot be excluded or limited under applicable law.

You agree to indemnify, defend, and hold harmless Grass, its affiliates, and their respective directors, officers, shareholders, employees, staff, representatives, agents, licensors, licensees, successors, and assigns (the “Grass Indemnified Parties”) from and against any and all claims, demands, damages, judgments, penalties, fines, costs, and expenses, including legal fees, and disbursements, incurred by the Grass Indemnified Parties (or any of them), relating to, arising from, or in connection with a third party claim, demand, action, or proceeding arising out of (a) an allegation that your unauthorized use of any of the Grass Property infringes, misappropriates, or otherwise violates any third party’s rights or is otherwise unlawful; (b) your breach of these Terms, including, any representation, warranty, covenant, or obligation in these Terms; (c) your negligence, fraud, or willful misconduct; (d) your use of the Grass Property in a manner that is not authorized by these Terms; (e) your use of the Grass Property in combination with data, software, hardware, equipment or technology not provided by Grass or authorized by Grass in writing; or (f) any modifications made by you to any Grass Property that have not been authorized by Grass in writing.

Grass may, at any time and from time to time, without notice, suspend or terminate your access or right to access or use the Grass Services, participate in the Grass Network, or to otherwise access or use any Grass Property, if Grass determines, in its sole discretion, that you have violated or otherwise breached these Terms.

A suspension may be for such period of time as Grass considers necessary to permit the thorough investigation of the conduct at issue. You agree that, upon the suspension or termination of your access to or use of the Grass Services or participation in the Grass Network, you will immediately cease and desist from all access to and use of the Grass Services, participation in the Grass Network, and access to or use of the Grass Property, including in accordance with the written directions of Grass.

Grass may provide links to third party websites, webpages, social channels, and other online resources for your convenience only, including links to third party websites for the purpose of connecting you with third parties who may offer Rewards in connection with your use of the Grass Services. Grass is not responsible for those websites and the inclusion of these links does not imply that Grass either monitors or endorses them. Please be aware that these third party websites, webpages, social channels, and other online resources are governed by separate terms and conditions and privacy policies. We encourage you to be aware when you click these links. Your use of these third party websites, webpages, social channels, and other online resources is at your own risk. Grass is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by or in connection with the use of or reliance upon any information, content, goods, or services available on or through any third party websites, webpages, social channels, or other linked resources.

You acknowledge and agree that we may make changes to these Terms from time to time, for any reason, in our sole and absolute discretion. The most recent version of these Terms will be posted at https://www.grass.io/terms-and-conditions. If the changes that we make include material changes that affect your rights and obligations, we will take reasonable steps to notify you of the changes in advance. Your continued use of the Grass Property after we post and/or notify you of any changes to the Terms means that you accept and agree to be bound by the Terms as amended.

These Terms (and any Dispute arising under or in connection with these Terms) shall be governed by and construed in accordance with, in all respects including as to its validity, interpretation and effect, the laws of the British Virgin Islands, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

Subject to the below, in relation to any dispute, controversy, or claim arising out of, relating to or in connection with these Terms, including with respect to the formation, applicability, breach, failure to pay, termination, validity, or enforceability thereof (each, a “Dispute”), shall be resolved via binding arbitration under the rules of the British Virgin Islands International Arbitration Centre (BVI IAC) seated in the British Virgin Islands.

Notwithstanding any other provision of these Terms, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Any Dispute is personal to you and us and you agree that no Dispute will be brought as a class action, class arbitration or any other type of representative proceeding.

To the extent permitted by applicable law, you acknowledge and agree that any Dispute that you may have arising out of or relating to (a) these Terms; (b) the operation or provision of the Grass Services, Grass Network, or any other Grass Property; or (c) your access to or use of the Grass Services, Grass Network, or any other Grass Property or your participation in the Grass Network, must be commenced within one year after the date that is the earlier of: (i) the date you discovered the Dispute; or (ii) the day on which a reasonable person with the abilities in the circumstances of the person with the Dispute first ought to have known of the Dispute.

These Terms (together with the General Terms, the Privacy Policy, and Airdrop Program Terms) and any separate written agreement between you and Grass, constitute the entire agreement between you and Grass with respect to the subject matter of these Terms. There are no representations, covenants, or other terms other than those set out under these Terms. These Terms supersede any previous discussions, understandings, or agreements, between the parties relating to the subject matter of these Terms.

No waiver of satisfaction of a condition or non-performance of an obligation under these Terms is effective unless it is in writing and signed by the party granting the waiver or that party’s authorized representative. Unless expressly granted in writing and signed by the party granting the waiver or that party’s authorized representative, no waiver will extend to any subsequent non-satisfaction of a condition or non-performance of an obligation under these Terms, whether or not of the same or similar nature to that which was waived. No waiver will affect the exercise of any other rights or remedies under these Terms. Any failure or delay in exercising any right or remedy will not constitute, or be deemed to constitute, a waiver of that right or remedy. No single or partial exercise of any right or remedy will affect further exercise of any right or remedy.

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

You may not assign, transfer, sublicense, or convey these Terms, including any rights granted by Grass and obligations assumed by you, except with Grass’s prior written consent. We may assign, transfer, sublicense, or convey these Terms, and our rights and obligations under them, to any third party without notice to you.

If you have any questions, concerns or suggestions regarding the Services, Content, or these Terms, please contact us at support@grassfoundation.io.