STAYCOOL NFT PURCHASE AND LICENSE AGREEMENT

Last Updated on March 20, 2022

This Staycool NFT Purchase and License Agreement (the “Agreement”) is a legally binding agreement between StaycoolNFT LLC (“Staycool”) and You as (i) a purchaser of a Licensed Staycool NFT (defined below) or (ii) any subsequent purchaser or receiver of a Licensed Staycool NFT (also referred to herein as “You”, “Your” or “User”) governing Your purchase of a Licensed Staycool NFT.

By entering into this Agreement and/or by purchasing a Licensed Staycool NFT, You expressly acknowledge that You understand this Agreement and accept all of its terms.

ALL SALES OF NFTS THOUGH THIS WEBSITE ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE PERIODICALLY UPDATED. NO SIGNATURE IS NECESSARY TO BE BOUND TO THIS AGREEMENT. INSTEAD, BY PURCHASING A LICENSED STAYCOOL NFT ON THIS WEBSITE YOU AGREE THAT YOU HAVE CAREFULLY READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT INCLUDING THOSE RELATED TO LIMITATIONS OF LIABILITY AND ARBITRATION, AS WELL AS THE STAYCOOL PRIVACY POLICY (WWW.STAYCOOLNFT.COM/PRIVATE-POLICY)AND THE STAYCOOL TERMS OF USE (WWW.STAYCOOLNFT.COM/TERMS-OF-USE).

IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO, AND MUST NOT ACCESS THE WEBSITE NOR PURCHASE ANY NFTS OFFERED OR SOLD BY STAYCOOL

THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU ACCEPT THIS AGREEMENT BY PURCHASING, ACQUIRING OR POSSESSING A STAYCOOL NFT.

1. DEFINITIONS

“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with a Licensed Staycool NFT in which You acquire Licensed Rights.

“Equivalent” means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction.

“Licensed Rights” means Your rights to a Licensed Staycool NFT of which You are the current rightful licensee and which You acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.

“Licensed Staycool NFT” means an NFT purchased from Staycool. "NFT" means any blockchain-tracked, non-fungible token. “Staycool” shall refer to StaycoolNFT LLC.

“Staycool IP” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of Staycool or uts affiliates, including, Staycoolnyc LLC.

“Staycool NFT Sale” shall refer to any sale of Licensed Staycool NFTs on the Website.

“Secondary Transaction” means any transaction in which a Licensed Staycool NFT is sold by one owner to another owner, or is otherwise transferred in any manner that is not facilitated through the Staycool NFT Sale.

“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

“Website” shall refer to https://www.stycoolnft.com

2. AGREEMENT TO TERMS

You acknowledge and agree that by purchasing a Licensed Staycool NFT, You have carefully read and agree to the terms of this Agreement and agree to be bound by same.

You further acknowledge and agree that the access and use of the Website are subject to a separate Terms of Use which can be found at the Website (https://www.staycoolnft.com/terms-of- use) (the “Website Terms of Use”).

You further acknowledge and agree that You have carefully read and have accepted the Website Terms of Use and agree to be bound by same.

You further acknowledge and agree that if there is a conflict between the Website Terms of Use and this Agreement, this Agreement controls.

As a condition of participating in the purchase of a Licensed Staycool NFT, and any time You provide Your information (including personal information (also known as personally identifiable information or personal data) to Staycool or that Staycool collects from You when using the Website (including information collected automatically by the use of cookies or other similar technologies), You agree to the collection, use, storage, sharing, transfer, and processing of Your information by Staycool for the purposes of providing the Websites and the services available therein, to administer the sale of Licensed Staycool NFTs, and to comply with applicable laws, rules, and regulations as more fully described in Staycool’s Private Policy (https://www.staycoolnft.com/private-policy).

3. PURCHASE OF LICENSED STAYCOOL NFT

During the Staycool NFT Sale, You can purchase Licensed Staycool NFTs made available on the Website. You may be required to create an account and sign in through the Collectibles Website to participate. Staycool has the right, in its sole discretion, to cancel or reject a purchase at any time. As further provided in Section 5 below, You will be responsible for any fees incurred in connection with any purchases that you make.

As a condition to Your participation in the Staycool NFT Sale, You agree:

(i) to avoid any anticompetitive conduct, such as actions that are deceptive or would artificially inflate or deflate the price of a Staycool NFT, or stimulate demand for a Staycool NFT;

(ii) to report any suspicious activity during the Staycool NFT Sale to Staycool by email addressed to legal@staycoolnft.com

(iii) that You will not attack, hack, DDOS, interfere with, or otherwise tamper with the smart contract associated with any Licensed Staycool NFT;

(iv) that you will not participate in the Staycool NFT Sale to conceal or transfer proceeds relating to criminal activity or purchase a Staycool NFT for any reason other than to obtain the Staycool NFT.

4. OWNERSHIP OF A LICENSED STAYCOOL NFT

i. Ownership Rights

If You acquire a Licensed Staycool NFT, You own all personal property rights to that particular Licensed Staycool NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that particular Licensed Staycool NFT). Such rights, however, do not include the ownership of the intellectual property rights in the Art, Staycool IP or Third Party IP. Such rights are licensed pursuant to Section 4 below.

You represent and warrant that You will not transfer a Licensed Staycool NFT in any Secondary Transaction to a Transferee that is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist- supporting country; or is (ii) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”).

ii. License of Art and Staycool IP

If you acquire a Licensed Staycool NFT, Staycool hereby grants to You, for so long as You own the Licensed Staycool NFt (as recorded on the relevant blockchain), a non-exclusive, nonsublicensable, royalty-free license to use, copy, and display the Art, Staycool IP and third Party IP linked with Your purchased Licensed Staycool NFT solely for the following purposes: (i) for Your own personal, non-commercial use, including to create one back-up copy of the Art and a single physical print out of the Art, each to be retained only for so long as You own the associated Licensed Staycool NFT; and (ii) efforts to sell or otherwise transfer the associated Licensed Staycool NFT consistent with the ownership of it (e.g., posting the Art on a sales listing on an NFT marketplace).

The license in the prior sentence is non-transferrable, except that it will automatically transfer in connection with the transfer of the Licensed Staycool NFT.

iii. Reservation of Rights

All rights in and to the Art not expressly provided for in this Agreement are hereby reserved by Staycool. The Art is licensed, not sold. Staycool owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Art. Without limitation, You shall

not, nor permit any third party to do or attempt to do any of the following without express prior written consent from Staycool: (i) modify the Art, Staycool IP or Third Party IP; (ii) use the Art, Staycool IP or Third Party IP to advertise, market, or sell any product or service; (iii) use the Art, staycool IP or Third Party IP in connection with media that depicts hatred, intolerance, violence, cruelty, or any other subject matter that reflects negatively on the Staycool brand; (iv) use the Art, staycool IP or third Party IP in any other form of media, except solely for Your own personal, non- commercial use for so long as You own the Licensed Staycool NFT; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art, Staycool Ip or Third Party IP; (vi) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art; or (vii) otherwise utilize the Art, Staycool IP or Third Party for Your or any third party’s commercial benefit.

5. PAYMENT AND FEES

You represent and warrant that You (i) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist- supporting country; and (ii) are not listed on any U.S. Government list of prohibited or restricted parties.

Staycool agrees to accept payment for the Primary Transaction Purchase Price via Ethereum provided that Staycool may elect to accept other methods or forms of payment on an as converted to U.S. dollars basis in its sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by Staycool or an assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply.

All Secondary Transactions are subject to the following terms: (i) the Licensed Staycool NFT transferee (the “Transferee”) shall, by receiving an ownership interest in the Licensed Staycool NFT, be deemed to accept all of the terms of this Agreement; (ii) the Licensed Staycool NFT transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, (iii) the Transferor shall pay Staycool 8% of the gross amounts paid by the Transferee (the “Royalty Payment”) which shall be immediately payable by You upon transfer.

You acknowledge and agree that the amounts payable to Staycool under this Section herein does not include and is not intended to cover any additional fees imposed or required by the transferring platform or NFT marketplace through which You transfer the Licensed Staycool NFT.

You further acknowledge and agree that all Secondary Transactions will be effectuated on the Ethereum blockchain, the blockchain network governing the Licensed Staycool NFTs, and You will be required to make or receive payments exclusively through Your cryptocurrency wallet.

Without limitation of any other termination rights, Staycool may suspend or terminate the Licensed granted hereunder, including those relating to the Art and Staycool IP if it has a reasonable basis for believing that You have engaged in an off-chain sale of a Licensed Staycool NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of the Licensed Staycool NFT without making the applicable Royalty Payment. You, and all subsequent Transferees, shall be responsible for paying the Royalty Payment associated with the Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled on-chain, off- chain, or in a combination of the foregoing.

6. RIGHTS AND OBLIGATIONS TO THE ART AND STAYCOOL IP

Staycool is not responsible for repairing, supporting, replacing, or maintaining the website hosting the Art or Staycool IP, nor does Staycool have the obligation to maintain any connection or link between a Licensed Staycool NFT and the corresponding Art or Staycool IP

7. WARRANTY, DISCLAIMER AND ASSUMPTION OF RISK

You represent and warrant that You: (a) are at least the age of majority in Your place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into this Agreement, (b) will use and interact with the Licensed Staycool NFT, Art, Staycool IP and Third Party IP only for lawful purposes and in accordance with this Agreement, and (c) will not use the Licensed Staycool NFT, Art, Staycool IP or Third Party IP to violate any law, regulation or ordinance or any right of Mattel, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further agree that You will comply with all applicable laws.

You accept and acknowledge all risks associated with the following:

(a) You are solely responsible for determining what, if any, taxes apply to Your purchase, sale, or transfer of a Licensed Staycool NFT. Staycool is not responsible for determining or paying the taxes that apply to such transactions.

(b) Staycool does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by Staycool. Transactions relating to Licensed Staycool NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions pertaining to the Licensed Staycool NFT shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that You initiated the transaction.

(c) There are risks associated with using an Internet based digital asset, 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. Staycool will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when effecting any Licensed Staycool NFT transactions, however caused.

(d) Digital assets, including blockchain based assets such as the Licensed Staycool NFTs, are subject to developing laws and regulations throughout the world.

(e) Transactions involving Licensed Staycool NFTs may rely on third-party platforms to perform transactions which are outside of Staycool’s control. Therefore, access to and interactions relating to Licensed Staycool NFTs may be limited or unavailable.

THE LICENSED STAYCOOL NFT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MATTEL EXPLICITLY DISCLAIMS ANY IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. STAYCOOL MAKES NO WARRANTY THAT THE LICENSED STAYCOOL NFT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR- FREE BASIS. STAYCOOL MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT CONTAINED WITHIN THE LICENSED STAYCOOL NFT.

STAYCOOL WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE LICENSED STAYCOOL NFT, , INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS

FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO THE LICENSED STAYCOOL NFT ; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT

LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE LICENSED STAYCOOL NFTS.

THE LICENSED STAYCOOL NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH STAYCOOL DOES NOT CONTROL. STAYCOOL DOES NOT GUARANTEE THAT STAYCOOL CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY LICENSED STAYCOOL NFT. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THIS WEBSITE ORANY SECONDARY TRANSACTIONS INCLUDING, WITHOUT LIMTIATION, ANY SECONDARY MARKETPLACE WHERE THE LICNESED STAYCOOL NFTS ARE BEING SOLD. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, STAYCOOL MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ANY PURPORTED SECONDARY TRANSACTIONS.

STAYCOOL IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE LICENSED STAYCOOL COLLECTIBLES. STAYCOOL IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE LICENSED STAYCOOL NFTS, INCLUDING FORKS,TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. LINKS TO THIRD PARTY WEBSITES OR RESOURCES

Use and interaction of the Licensed Staycool NFTs, Art or Staycool IP may allow You to access third-party websites (including websites that host the Art, Staycool IP and third Party IP) or other resources. Staycool provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assumes all risk arising from Your use of any third-party resources. Under no circumstances shall Your inability to view the Art or Staycool IP on a third-party website serve as grounds for a claim against Staycool.

9. TERMINATION OF LICENSE TO ART AND STAYCOOL IP

Your license to the Art and Staycool IP shall automatically and immediately terminate without notice, and all rights shall revert to Staycool if at any time: (i) You breach any portion of this Agreement; (ii) You engage in any unlawful activity related to the Licensed Staycool NFT (including transferring the Licensed Staycool NFT to a Prohibited Transferee); (iii) You initiate any legal actions, except an arbitration as specifically provided herein, against Staycool or its related entities, including StaycoolNYC LLC, or any parent, subsidiary, and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (collectively, the “Staycool Parties”); or (iv) at Staycool’s sole determination and discretion,

Upon any termination, discontinuation or cancellation of Your license to the Art and/or Staycool IP, Staycool may disable Your access to the Art, Staycool IP and Licensed Staycool NFT.

Upon any termination, discontinuation or cancellation of Your license to the Art and Staycool IP and You must delete, remove, or otherwise destroy any back up or single digital or physical copy of the Art and/or Staycool IP in your possession, custody or control.

Upon any termination, discontinuation or cancellation of the license in this Agreement, the following Sections will survive: 1, 2, 4, 6-7, 9, 10-13.

10. INDEMNIFICATION

You shall defend, indemnify, and hold the Staycool Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties,

settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Licensed Staycool NFT whether or not such person personally purchased the Licensed Staycool NFT) against any Staycool Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) Your purchase, ownership, use and interaction with the Licensed Staycool NFT or license to the Art and/or Staycool IP, (b) Your breach or anticipatory breach of this Agreement, (c) Your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Your use or interaction with the Licensed Staycool NFT, Art or Staycool IP, and (d) any misrepresentation made by You (these claims and losses, as well as those set forth in paragraph 10 below shall hereinafter be referred to from time to time as a “Claim and Loss” or as “Claims and Losses”). You will cooperate as fully required by Staycool in the defense of any Claim and Losses.

Notwithstanding the foregoing, Staycool retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. Staycool reserves the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Staycool

11. DISPUTE RESOLUTION, ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

i. Agreement to Binding Arbitration Between You and the Staycool Parties

YOU AGREE TO WAIVE YOUR RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives after the Agreement terminates or Your relationship with Staycool ends.

ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims and Losses (defined above) between You and the Staycool Parties.

ANY AND ALL CLAIMS OR LOSSES SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND STAYCOOL. In addition to the

foregoing, these Claims and Losses include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to the purchase, sale, exchange or transfer of any Licensed Staycool NFTs, this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), payments made by You or any payments made or allegedly owed to You, any promotions or offers made by Staycool, any city, county, state or federal trade secrets, unfair competition, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS AND LOSSES.

This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

ii. Prohibition of Class Actions and Non-Individualized Relief

YOU UNDERSTAND AND AGREE THAT YOU MAY BRING CLAIMS AND LOSSES IN ARBITRATION AGAINST THE STAYCOOL PARTIES ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION 12(B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST THE STAYCOOL PARTIES, WHICH ARE ADDRESSED SEPARATELY IN OTHER SECTIONS.

The arbitrator shall have no authority to consider or resolve any Claim and Loss or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim and Loss or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.

iii. Rules Governing the Arbitration

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”) or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by You and if proper based on the facts and circumstances of the Claims and Losses presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims or Losses, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.

As part of the arbitration, both You the Staycool Parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim or Loss The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claims and Losses.

The case shall be heard by one arbitrator and will be conducted in English. The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Licensed Staycool NFT owners or transferees. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

iv. Arbitration Fees and Awards

The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modification: The arbitrator in his award shall allocate all arbitration fees in his sole discretion and shall have the power to charge reasonable attorney fees of the successful party to the losing party.

v. Location and Manner of Arbitration

Unless You and Staycool agree otherwise, any arbitration hearings between You and the Staycool Parties will take place in the State of New York, County of Nassau and shall take place in English. If AAA arbitration is unavailable in Your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Your right to a hearing will be determined by the AAA Rules.

vi. Severability of Arbitration Agreement Provisions

In addition to the severability provisions in subsections (b) and (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.

vii. Optional Pre-Arbitration Negotiation Process

Before initiating any arbitration or proceeding, You and the applicable Staycool Party may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by You and Staycool. If You intend to seek negotiation under this subsection must first send a written notice of the dispute (“Notice”) to StaycoolNFT LLC c/o BARROWS LEVY PLLC, 100 Quentin Roosevelt Blvd, Suite 210, Garden City New York 11530. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by Staycool, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties.

12. GOVERNING LAW

This Agreement and all matters related to it and/or any Licensed Staycool NFT, including, without limitation any Claims and Losses, shall be governed by, construed, and enforced in

accordance with the laws of New York, without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law.

13. TRANSLATION

If You are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.

14. SEVERABILITY

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

15. CHANGES TO THIS AGREEMENT

Staycool may make changes to this Agreement from time to time. When Staycool makes such changes, we will make the updated Agreement available on this website and update the “Last Updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are published. Your continued access to or use of the Licensed Staycool NFT, Art, Staycool IP or Third Party IP after the Agreement has been updated will constitute Your binding acceptance of any updates.

16. CONTACT US

If You have any questions or concerns, including if You need to access this Agreement in an alternative format, we encourage You to contact us via e-mail at legal@staycoolnft.com