Terms of Service

These Terms of Service ("Terms" or "Agreement") are a binding contract between you ("you" or "your") and J Lab Ltd. ("Gemint," "we," "our," or "us"). For purposes of these Terms, "Gemint," "we," "our," or "us" refers to J Lab Ltd., a company registered in the British Virgin Islands with registration number 2209996, having its registered office at Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands. These Terms govern your access and use of our website located at gemint.io ("Site" including its subdomains), the Platform (defined below), the tools, applications, features, and software we offer, and such other services that we may offer from time to time (collectively, the "Services"). These Terms incorporate by reference our Privacy Policy, our Refund Policy, and any rules, Drop Rates, and fee schedules posted on the Site.

By clicking on an "I Agree" button or checkbox presented with this Agreement, or, if earlier, by accessing or using our Services, you agree that you read, understand, and accept all of the terms and provisions contained in this Agreement and any materials expressly incorporated herein.

Dispute Resolution:

PLEASE BE AWARE THAT SECTION 22 OF THIS AGREEMENT CONTAINS TERMS AND PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND GEMINT. AMONG OTHER THINGS, SECTION 22 INCLUDES A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AND A MANDATORY ARBITRATION CLAUSE THAT GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES YOUR RIGHT TO SUE IN COURT OR HAVE A TRIAL BY JURY OR ANY OTHER COURT PROCEEDINGS. PLEASE READ SECTION 22 CAREFULLY.

Important Definitions:

As used throughout this Agreement, the following terms have the following meanings:

"Card" means a physical trading card that has been authenticated, graded, and encapsulated by an independent third-party grading company, together with its associated digital representation on the Platform.

"Pack" means a digital product offered through the Services that, when opened, allocates one or more Cards to the purchaser according to the applicable Drop Rates.

"Drop Rates" means the probabilities, published on the Site, that determine which Cards may be allocated when a Pack is opened.

"Vault" means the secure storage program under which we hold physical Cards in custody on your behalf.

"Sellback" means the optional feature that allows you to sell an eligible Card back to us as described in Section 6.

"FMV" means the fair market value we assign to a Card under Section 6.2.

"Gemint Balance" means the balance credited to your account as described in Section 9.

"Digital Asset" means any digital asset, based on, or built on top of, a cryptographic protocol of a computer network.

"Platform" means any application, interface, or software we provide in connection with the Services.

"Prohibited Jurisdiction" means any jurisdiction described in Section 2.3.

We may make changes to this Agreement at any time by posting it to our Site and/or providing a copy to you ("Revised Agreement"). The Revised Agreement shall be effective and binding upon you and your use of the Services as of the time it is posted but will not retroactively apply. To the extent required or applicable, we may provide you with a prior notice of any such changes by, for instance, sending you an email, through the Services, or updating the "Last Updated" date on the Revised Agreement. If you do not agree with the Revised Agreement, your sole and exclusive remedy is to terminate your use of the Services.

You may use the Services if you are at least 18 years old, capable of forming a binding contract with Gemint in your respective jurisdiction, not a Restricted Party as defined in Subsection 2.2 below, and not located in a Prohibited Jurisdiction as described in Subsection 2.3 below. The Services are offered for entertainment and personal collecting purposes. If you are accessing or using the Services on behalf of a legal entity or other organization, you agree to these Terms for that entity or organization and represent to Gemint that you have the power and authority to bind your legal entity or organization to these Terms.

You may not use the Services if: (a) you are barred from using the Services under the laws of any applicable jurisdiction; (b) you, any wallet software ("Wallet") address you use in connection with the Services, or any person or entity controlling your organization is located in, organized in, or a resident of any country or region subject to comprehensive economic sanctions or embargoes, including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, or any other country or region where we do not offer the Services or where your use of the Services would be illegal or otherwise violate any applicable laws; or (c) you, any Wallet you use in connection with the Services, or any person or entity controlling your organization is listed on economic sanctions or trade embargoes lists, including but not limited to the sanctions lists maintained or issued by the U.S. Office of Foreign Assets Control, the U.S. Department of Commerce, the United Nations Security Council, the European Union, and His Majesty's Treasury (each a "Restricted Party").

The Services, or particular features of the Services, may be unavailable in certain U.S. states or other jurisdictions (each a "Prohibited Jurisdiction"). We may add or remove Prohibited Jurisdictions, or restrict particular features within a jurisdiction, at any time and without prior notice, including where we determine that offering the Services or a feature may not be permitted under applicable law. The current list of Prohibited Jurisdictions and restricted features is available on the Site, including in our Help Center. You may not access or use the Services, or any restricted feature, from a Prohibited Jurisdiction, and you may not use any tool or technique (including any VPN, proxy, or location-masking technology) to misrepresent your location or circumvent geographic restrictions. If the jurisdiction in which you are located becomes a Prohibited Jurisdiction, or a feature becomes restricted there, we may limit your account to redemption of vaulted Cards and withdrawal of eligible Gemint Balance, and Sections 5.4 and 9.2 will apply. Any access to the Services from a Prohibited Jurisdiction, or through circumvention of geographic restrictions, is unauthorized, is a material breach of these Terms, and is undertaken solely at your own risk.

To use most features of the Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep it updated. You may maintain only one account, and you may not share, sell, or transfer your account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether or not authorized by you. Notify us immediately at [email protected] if you suspect unauthorized use of your account.

When you create an account, a blockchain wallet may be created for you and administered through a third-party wallet infrastructure provider, and you may also connect a compatible external Wallet. Your relationship with any Wallet provider is governed by the applicable terms of that provider, not these Terms. For any external Wallet, you are solely responsible for maintaining the confidentiality of your private keys and are fully responsible for any and all transactions and messages signed with your private keys. We accept no responsibility or liability to you in connection with your use of a Wallet and make no representations or warranties regarding how the Services will operate or be compatible with any specific Wallet. We reserve the right, in our sole discretion, to prohibit certain Wallet addresses from using or transacting through the Services.

In connection with using our Services, you may be required to provide us directly, or through a third party, with certain information and documentation. You represent and warrant that any information and documentation that you provide to us is complete and accurate. We may employ various measures to comply with our anti-money laundering obligations and otherwise prevent the misuse of the Services, including checking the information you provide against sanctions lists issued by any governmental authority. You hereby authorize us, directly or through a third party, to make inquiries that we consider necessary to verify your identity and/or protect against the misuse of the Services. We may also require you to provide tax documentation (such as IRS Form W-9 or W-8) as a condition of receiving payouts, and we may report transaction information to tax authorities where required by law. We shall have no liability or responsibility for any permanent or temporary inability to access or use the Services as a result of any identity verification, screening, or documentation procedures.

By creating an account and providing your contact information, you consent to receive transactional communications from us by email, SMS/text message, and push notification, including messages sent using automated technology, and, where you opt in, promotional communications. Message and data rates may apply. Consent to promotional messages is not a condition of any purchase, and you may opt out of promotional messages at any time by following the instructions in the message (for example, by replying STOP to a text) or by adjusting your account settings.

The Services allow you to purchase Packs. Each Pack contains one or more Cards, and every Pack contains Cards. The price of a Pack is paid in exchange for the Cards allocated to you upon opening: you will always receive Cards when a Pack is opened. The specific Cards allocated to you are determined according to the Drop Rates published on the Site at the time of your purchase. Where a Pack or format displays guaranteed minimum contents or a guaranteed minimum Card value, that guarantee applies as published. Drop Rates, Pack contents, and Pack pricing may change at any time, but no change will affect a Pack you have already purchased and opened.

By purchasing a Pack, you authorize its immediate opening and the allocation of Cards to your account. Once a Pack is opened and its Cards are revealed, the purchase is final and cannot be cancelled, refunded, or exchanged, except as required by applicable law or as expressly stated in our Refund Policy.

The Services may offer formats in which multiple users participate in a shared Pack opening. In these formats, every participant receives Cards. The allocation of Cards among participants is determined by the rules of the format published on the Site, and by joining such a format you accept those rules. Participation fees, any platform fee, and any guaranteed minimum contents are disclosed before you join. Format results are final once a format completes. If a format fails to complete due to a technical malfunction, we may void the format and refund participation fees.

Card images displayed before an opening are illustrative. Each Card is delivered in the condition and with the grade assigned by the applicable grading company, and grades are not assigned, reviewed, or guaranteed by Gemint. Population data, pricing data, and other market information displayed on the Site is provided for convenience only and is not guaranteed to be accurate, complete, or current.

When a Card is allocated to you through a Pack opening, title to the physical Card passes to you, subject to these Terms and to any rights we retain in respect of unpaid amounts, reversed payments, or violations of these Terms.

We hold your physical Cards in the Vault on your behalf until you redeem them under Section 7 or sell them back under Section 6. We use commercially reasonable measures to secure Cards held in the Vault. A digital representation of each vaulted Card is displayed in your account and may be recorded on a blockchain. The digital representation is a record of your vaulted Card maintained for account and inventory purposes only; it confers no rights separate from the underlying physical Card and is not a security, an investment product, or a standalone tradable asset.

Vaulted Cards may be redeemed, sold back, or otherwise dealt with only through features we make available through the Services. You may not sell, pledge, encumber, or purport to transfer a vaulted Card outside of the Services. A Card that is subject to a pending redemption request is not eligible for Sellback, and a Card that is subject to a pending Sellback is not eligible for redemption.

If your account is closed by you or by us, you will have ninety (90) days from the date of closure to redeem your vaulted Cards or dispose of them through available features. After that period, we may charge reasonable storage fees or handle unclaimed Cards in accordance with applicable law.

If a Card held in the Vault is lost, destroyed, or materially damaged, or is otherwise unavailable to you due to an inventory or record-keeping error, we will, at our option, either (a) replace it with the same Card in the same or better grade, or (b) credit your Gemint Balance with the Card's FMV as of the date we notify you of the loss. This Section 5.5 states your sole and exclusive remedy for the loss of, damage to, or unavailability of a vaulted Card.

We may offer you the option to sell an eligible Card back to us. The Sellback price for a Card is based on its FMV, less any fee disclosed to you at the time of the transaction. Fees and Sellback eligibility may vary based on the Card, your account activity, transaction frequency, holding period, or our assessment of risk, and the applicable price and fee will be shown to you before you confirm a Sellback.

FMV is the value we assign to a Card using our pricing methodology, which may take into account recent sales data, market listings, condition, grade, and other factors we consider relevant. FMV is determined by us in our sole discretion, may change at any time without notice, and may differ from prices for similar cards on other marketplaces.

Sellback proceeds are credited to your Gemint Balance. A Sellback is final once confirmed, and upon confirmation title to the Card passes back to us.

Sellback is offered as a convenience. It is subject to eligibility criteria and availability, and we may modify, suspend, or discontinue Sellback, in whole or for particular Cards, at any time. We do not guarantee that Sellback will be available for any particular Card, at any particular time, or at any particular price.

You may request that vaulted Cards be shipped to you. Shipping, handling, and insurance fees, if any, will be shown before you confirm your request. Processing and delivery times shown on the Site are estimates only.

You may cancel a redemption request at any time before the Card is shipped. Once a Card has shipped, the redemption cannot be cancelled.

You are responsible for providing an accurate and complete shipping address. We are not responsible for shipments lost or misdelivered due to inaccurate address information you provide.

Risk of loss passes to you upon delivery of the shipment to the address you provided. If a shipment is lost or damaged in transit, contact us at [email protected] and we will provide reasonable assistance with a carrier claim.

International shipments may be subject to import duties, customs fees, and taxes, all of which are your responsibility. We may restrict redemption shipping to certain countries.

If a delivered shipment is damaged, incomplete, or contains the wrong Card, you must notify us at [email protected] within seven (7) days of delivery, with photographs of the shipment as received, including packaging. If we confirm the discrepancy, we will, at our option, replace the affected Card in accordance with Section 5.5 or credit your Gemint Balance with its FMV. Claims submitted after this period may be declined.

All purchases made through the Services, and all payouts of customer balances, are transacted with Clearlake Inc., a Delaware corporation and an affiliate of Gemint, doing business as "GEMINT" ("Clearlake"). Clearlake is the seller of record for all purchases made through the Services. Payment collection, card processing, and payout services are provided by licensed third-party payment partners engaged by Clearlake, and charges will appear on your payment statement under a descriptor referencing GEMINT and/or the applicable payment partner. By making a purchase, you authorize Clearlake and its payment partners to charge your selected payment method for the total amount of your order.

Prices are displayed and charged in U.S. dollars unless otherwise stated. We may accept payment by credit or debit card, other supported payment methods, Gemint Balance, and supported Digital Assets, as indicated at checkout. We may add or remove payment methods at any time.

You represent that you are authorized to use any payment method you provide. If a payment is declined, reversed, or otherwise fails, we may cancel the associated order or suspend the associated features of your account until payment is resolved.

If you initiate a chargeback or payment reversal that we determine to be unwarranted, we may suspend or terminate your account, reverse any related credits, and reclaim Cards or Gemint Balance attributable to the disputed transaction, in addition to any other remedies available to us.

Prices may not include applicable taxes. Where required by law, sales or similar taxes will be calculated and added at checkout. Except for taxes we are required to collect, it is your sole responsibility to determine what taxes apply to your activity through the Services and to report and remit the correct amounts to the appropriate authorities. No communication or information provided to you by Gemint is intended as, or shall be considered or construed as, legal or tax advice.

Except as expressly stated in these Terms or in our Refund Policy posted on the Site, all purchases are final.

Despite our efforts, pricing, FMV, Drop Rates, promotional parameters, and other elements of the Services may occasionally contain errors, and the Services may malfunction. If a transaction, credit, or allocation results from a manifest error, a malfunction, unauthorized access, or the exploitation of a bug, vulnerability, or unintended behavior of the Services, we may, in our discretion, cancel or reverse the transaction, adjust or reclaim the affected Cards, Gemint Balance, or promotional benefits, and correct the error prospectively, restoring the parties to their pre-transaction positions to the extent reasonably practicable. You agree to promptly report any error, bug, or malfunction you discover to [email protected] and not to exploit it or share the means of exploiting it.

Your Gemint Balance reflects amounts credited to your account, including Sellback proceeds and amounts you add through supported payment methods. Gemint Balance is not a bank deposit, earns no interest, and is not insured or guaranteed by any government agency or deposit protection scheme.

You may use your Gemint Balance to make purchases through the Services, and you may withdraw eligible amounts through the withdrawal methods, minimums, and limits shown on the Site. Withdrawals are subject to identity verification, tax documentation, and screening under Section 3.3. We may impose withdrawal limits, review periods, and holds, and may delay or decline a withdrawal while we complete fraud, security, or compliance reviews. We may require that amounts funded through a particular payment method be withdrawn back to that payment method. We may offset against your Gemint Balance any amounts you owe us.

Credits we issue on a promotional basis have no cash value, are non-transferable and non-withdrawable, may expire, and may be subject to additional conditions disclosed with the promotion. Cards issued on a promotional basis may be subject to restrictions disclosed with the promotion, including restrictions on Sellback. Unless a promotion expressly states otherwise, promotional benefits cannot be combined, and only one promotional benefit may be applied to a single order.

If your account has no activity for an extended period, we may classify it as dormant and will attempt to contact you using the information associated with your account. Gemint Balance held in dormant accounts may be remitted to the applicable governmental authority as required by unclaimed property or similar laws.

If your Gemint Balance becomes negative for any reason, including as a result of a reversal under Section 8.4 or 8.7, you agree to repay the deficiency promptly. Until the deficiency is repaid, we may offset incoming credits, suspend features of your account, and reclaim or withhold Cards of equivalent value. You will also reimburse our reasonable costs of collection, including reasonable attorneys' fees, incurred in recovering any deficiency.

Certain features of the Services rely on smart contracts and records stored on public blockchains. Blockchain entries are generally immutable and cannot be deleted or modified. By using these features, you acknowledge and consent to the automatic processing of the related transactions by the applicable smart contracts.

We do not own or control the underlying software protocols that govern the operation of Digital Assets or blockchain networks used in connection with the Services, and we make no guarantee of their functionality, security, or availability. Underlying protocols may be subject to sudden changes in operating rules ("forks"). In the event of a fork, we may temporarily suspend relevant operations (with or without notice) and may determine, in our sole discretion, which branch of a forked protocol to support, if any.

We are not responsible for Digital Assets held in any external Wallet or for the acts or omissions of any Wallet provider, exchange, or other third party.

If you transfer Digital Assets to fund your account, the transfer will be credited only if it is a supported asset sent over a supported network to the correct address, and only after we deem the transaction sufficiently confirmed on the applicable network. Transfers of unsupported assets, transfers over unsupported networks, and transfers to an incorrect address may be permanently lost, and we have no obligation to attempt recovery. Any conversion rate or valuation applied to a Digital Asset deposit is determined at the time of crediting as disclosed on the Site.

The Services and their entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video, and audio, the design, selection, and arrangement thereof, and the "look and feel" of the Services, except any open source software, are owned by Gemint ("Gemint Materials"), its licensors, or other providers of such material and are protected by applicable and/or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

In connection with your use of the Services, you may use the Gemint Materials solely as authorized by us for as long as we permit you to continue accessing the Services. Without limiting the foregoing, you agree not to: (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Site, Services, or Gemint Materials; (b) modify or create derivative works of the Site, Services, or Gemint Materials, or any portion thereof; (c) frame, display, or incorporate the Site, Services, or Gemint Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer, or attempt to discover the source code of the Site, Services, or Gemint Materials; (e) use the Site, Services, or Gemint Materials to design, develop, or create any competing product or service; or (f) otherwise use the Site, Services, or Gemint Materials for any purpose other than their intended purposes as determined at Gemint's discretion.

We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access, and display such software, content, and materials, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. If your use or access to the Services breaches these Terms, your right to access the Services will stop immediately. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by Gemint.

As between you and Gemint, you retain ownership of and all intellectual property rights in the content and materials you submit to the Services. You grant us a limited, non-exclusive, worldwide, royalty-free license to use your content solely for the purpose of operating the Services for so long as we operate the Services. You also grant us the right to display your username and your activity on the Services, such as Pack opening results and leaderboard standings, within the Services and in promotional materials for the Services, identified by your username only.

The Gemint name, the term "GEMINT," and all related names, logos, product and service names, designs, and slogans are trademarks of Gemint or its affiliates or licensors. You must not use such marks without the prior written permission of Gemint.

The trading cards available through the Services feature trademarks, characters, and artwork owned by their respective rights holders, and grading labels and holders are the property of the applicable grading companies. Gemint is not affiliated with, sponsored by, or endorsed by any card publisher, licensor, or grading company unless expressly stated.

If you believe that content on the Services infringes your copyright, you may send a notification satisfying the requirements of the Digital Millennium Copyright Act, 17 U.S.C. § 512, to our designated agent by email at [email protected] or by mail to J Lab Ltd., Attn: Copyright Agent, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands. We will respond to valid notifications, may remove or disable access to allegedly infringing material, and will terminate the accounts of repeat infringers in appropriate circumstances.

The Services may provide access to services, sites, technology, applications, and resources that are provided or otherwise made available by third parties, including without limitation Wallet providers, payment processors, shipping carriers, grading companies, and blockchain networks (collectively, "Third Party Services"). Your access and use of Third Party Services may be subject to additional terms, privacy policies, or other agreements with such third parties. Gemint has no control over and is not responsible for Third Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through them, or for their privacy practices. You, and not Gemint, will be responsible for any and all costs and charges associated with your use of any Third Party Services. The integration or inclusion of Third Party Services does not imply endorsement or recommendation. Any dealings you have with third parties while using the Services are between you and such third party, and you agree that Gemint will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third Party Services. If you grant a Third Party Service permission to take actions on your behalf, you remain fully responsible for those actions and will indemnify Gemint from any liability arising out of them.

Cards are collectibles offered for personal enjoyment and collecting. Nothing on the Services constitutes investment, financial, legal, or tax advice, and no information presented through the Services, including FMV, market data, or educational content, should be construed as a recommendation to purchase, hold, or sell any Card or Digital Asset or as an offer by Gemint to buy, sell, exchange, or otherwise transact in any asset. Gemint is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with your use of the Services. You are solely responsible for any decision you make when using the Services, and to the fullest extent permissible by law, any fiduciary duties or liabilities that might otherwise be afforded by law or equity are hereby irrevocably disclaimed, waived, and eliminated. You further acknowledge that amounts you pay through the Services are the purchase price of the Cards and services you receive.

You may not use the Services to engage in the following categories of activity ("Prohibited Uses"). The specific types of activities listed below are representative, but not exhaustive.

Unlawful Activity. Activity which, in any way, would violate, or assist in violation of, any law, statute, ordinance, or regulation, or sanctions programs administered in the countries where Gemint offers the Services, or which would involve proceeds of any unlawful activity; publishing, distributing, or disseminating any unlawful material or information.

Abusive of Others. Interfering with another individual's access to or use of the Services; exploiting, harming, or attempting to exploit or harm minors in any way; defaming, abusing, extorting, harassing, stalking, or threatening others or otherwise violating or infringing the legal rights of others; transmitting or procuring the sending of any advertising or promotional material, including any "junk mail," "chain letter," or "spam"; impersonating or attempting to impersonate Gemint, an employee, another user, or any other person or entity; engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services; inciting, threatening, encouraging, or promoting hate, racial intolerance, or violent acts against others.

Fraud. Activity which operates to deceive or defraud, or attempts to deceive or defraud, Gemint, any user, or any other person, including without limitation providing any false, inaccurate, or misleading information with the intent to unlawfully obtain the property of another, initiating unwarranted payment disputes, or manipulating or attempting to manipulate any pricing, FMV, or market data used by the Services.

Gambling. Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.

Abusive Activity. Causing the Services, their underlying blockchain networks or technologies, or any other functionality with which the Services interact, to work other than as intended; exploiting any bug, vulnerability, error, or unintended behavior of the Services; creating or controlling multiple accounts, or using automated means, to obtain promotional benefits or purchase Packs; damaging the reputation of Gemint or impairing any of our legal rights or interests; using the Services in any manner that could disable, overburden, damage, impair, or interfere with the Services; using any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; attempting to gain unauthorized access to, interfering with, damaging, or disrupting any parts of the Services or any server, computer, or database connected to the Services, including any underlying blockchain.

Intellectual Property Infringement. Violating the legal rights (including the rights of publicity and privacy) of others; engaging in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law, including counterfeit or altered cards, labels, or holders; using Gemint intellectual property, name, or logo without express consent of Gemint or in a manner that otherwise harms Gemint or the GEMINT brand; taking any action that implies an untrue endorsement by or affiliation with Gemint.

In connection with your use of the Services, you agree and represent that you will not engage in any Prohibited Use. You also represent and warrant that: (a) you will abide by all applicable laws of the jurisdiction where you are located; (b) your use of the Services, including any Digital Asset transactions, complies with applicable law and regulation in your jurisdiction; (c) you have obtained sufficient information about the Platform, Cards, Digital Assets, and other services or products in connection with the Services to make informed decisions in regard to your use of the Services; (d) you bear full responsibility for all activity that occurs in connection with your use of or access to the Services; and (e) you are the legal and rightful owner of all Digital Assets in the Wallet address(es) you use in connection with the Services.

Using the Services involves risks, including the potential for financial losses, including without limitation the following:

The market value of trading cards is volatile. The value of any Card may decrease significantly or lose most of its value in a short period of time or permanently, due to factors including changes in collector demand, reprints and new releases, changes in grading standards or population, market manipulation on third-party marketplaces, and macroeconomic factors. Past prices are not indicative of future prices.

Grading is performed by independent third-party companies and involves subjective judgment. Different grading companies, and the same company at different times, may assign different grades to similar cards.

FMV is determined by our methodology and may change at any time. FMV is not a guarantee that any Card can be sold, on or off the Services, at that value. Sellback may be modified, suspended, or discontinued as described in Section 6.4, and you may not be able to convert Cards to Gemint Balance or withdraw funds at the time or price you expect.

Features of the Services rely on blockchain networks, smart contracts, and Digital Assets. These technologies are experimental and inherently risky. Digital Assets may be lost if sent to an incorrect address, may be subject to forks or attacks on the security, integrity, or operation of their networks, and may be targeted by malicious actors using techniques including malware, hacking, phishing, spoofing, and social engineering. Digital Assets held through a wallet provider or decentralized application may not be protected by any deposit protection scheme.

The public nature of the internet means that parts or all of the internet may be unreliable or unavailable at any given time. Interruption, delay, corruption or loss of data may occur when transmitting data via the internet, and your transactions may not be executed according to your instructions, at the requested time, or at all.

The risks described in this Section 15 may result in loss of Cards, Digital Assets, or Gemint Balance, decrease in or loss of value, inability to access or transfer assets, and other financial losses to you. You understand and acknowledge that the risk disclosures herein are not and cannot be comprehensive or exhaustive.

You hereby assume such risks and agree that Gemint will have no responsibility or liability for them, and you irrevocably waive, release, and discharge any and all claims, whether known or unknown to you, against Gemint, its affiliates, and their respective shareholders, members, directors, employees, agents, and representatives related to any of the risks set forth herein. You waive application of Section 1542 of the Civil Code of the State of California, or any similar statute or law of any other jurisdiction. Section 1542 reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

You should seek professional advice regarding your particular financial, legal, technical, and other circumstances prior to using the Services. You represent and warrant that you understand the risks associated with using the Services and accept them.

Gemint may make available special offers or conduct promotions for qualifying users. Subject to applicable laws, Gemint may establish qualifying criteria for any promotion at its sole discretion, including criteria based on account history and account activity, and may modify or revoke any special offer at any time and for any reason without advance notice. Gemint is under no obligation to make special offers available to all users. Unless expressly stated otherwise in the terms of a promotion, promotional benefits cannot be combined with other offers, and we may withhold or reclaim promotional benefits obtained through misuse of a promotion or violation of these Terms.

Any questions, suggestions, ideas, feedback, reviews, or other information or materials regarding the Services provided by you to Gemint (collectively, "Feedback") are non-confidential. Gemint will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. You hereby assign to Gemint all right, title, and interest in and to Feedback together with all associated intellectual property rights and waive any claim for acknowledgement or compensation based on any Feedback or any modifications made based on any Feedback.

Gemint may, at its discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of the Services. If we suspend, close, or terminate your access to or use of the Services, for any reason, we may provide you with notice of our actions unless a court order or other legal directive prohibits us from providing you with such notice. You acknowledge that our decisions to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to our risk management and security protocols, and you agree that we are under no obligation to disclose the details of these procedures to you. Section 5.4 governs vaulted Cards, and Sections 9.2 and 9.4 govern Gemint Balance, following account closure. Gemint will not be liable for any losses suffered by you resulting from any modification of any Services or from any suspension or termination of your access to all or a portion of any Services (whether pursuant to this Section 18 or for any other reason). You acknowledge that Card values and Digital Asset values may fluctuate during any period during which the Services have been suspended, and Gemint will have no liability for any such fluctuations.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. You waive and hold harmless Gemint and its affiliates, licensees, and service providers from any claims resulting from any action taken by Gemint and/or any of the foregoing parties during, or taken as a consequence of, investigations by either such parties or law enforcement authorities.

You are responsible for your use of the Services, the transactions you engage in through the Services, and your use of any information derived from the Services. Cards are graded and encapsulated by independent third-party grading companies; Gemint does not independently verify and does not warrant the accuracy of any grade. You acknowledge and understand that Gemint is not registered or licensed with, and the Services have not been reviewed by, any securities, commodities, or other financial or banking regulator. We do not guarantee that files available for download from the Services will be free of viruses or other destructive code, and you are responsible for maintaining appropriate anti-virus protection and a means external to our Site to reconstruct any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, GEMINT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, MAN-IN-THE-MIDDLE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE, THE SERVICES, THE GEMINT MATERIALS, OR ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF GEMINT, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES OR ON ANY THIRD PARTY WEBSITE LINKED TO THEM.

YOUR USE OF THE SERVICES AND ANY SERVICES CONTENT IS AT YOUR SOLE RISK. THE SITE, SERVICES, GEMINT MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF GEMINT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, WE, AND ANY PERSON ASSOCIATED WITH GEMINT, EXPLICITLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THE SITE, SERVICES, GEMINT MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF GEMINT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, SERVICES, OR GEMINT MATERIALS. WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE, OR FREE FROM DEFECTS, THAT INFORMATION PRESENTED ON THE SERVICES IS ACCURATE, RELIABLE, COMPLETE, OR CURRENT, OR THAT THE SERVICES WILL MEET ANY USER'S EXPECTATIONS. NO INFORMATION OR STATEMENT THAT WE MAKE, INCLUDING DOCUMENTATION OR PRIVATE COMMUNICATIONS, SHOULD BE TREATED AS OFFERING ANY WARRANTY. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You agree to defend, indemnify, and hold harmless Gemint, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services, including, but not limited to, your interactions with the Site, Platform, or other features which are accessible on or through the Services; (c) your use of or reliance on the Site's content, services, and products other than as expressly authorized in these Terms; (d) your use of or reliance on any information obtained from the Services; or (e) any other party's access to and use of the Services with or without your assistance using any device or account that you own or control.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL GEMINT, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, SERVICES, GEMINT MATERIALS, AND/OR ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF GEMINT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THIS DISCLAIMER OF LIABILITY EXTENDS TO ANY AND ALL DAMAGES CAUSED BY ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY FRAUD, DECEIT, OR MANIPULATION), WHETHER OR NOT A USER, OR ANY FAILURE, EXPLOIT, OR VULNERABILITY OF THE SITE, SERVICES, GEMINT MATERIALS, OR ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF GEMINT.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF GEMINT, AND/OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID DIRECTLY TO GEMINT FOR THE APPLICABLE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS DO NOT APPLY TO OUR OBLIGATIONS UNDER SECTION 5.5 (LOSS OF VAULTED CARDS) OR TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES; IN THOSE JURISDICTIONS, THE EXCLUSIONS AND LIMITATIONS IN THESE TERMS APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY THE LAW OF YOUR JURISDICTION.

Please read this section carefully because it waives any right to participate in any class action or other representative action or proceeding. Unless you opt out of the arbitration by completing the steps below, this section requires you to arbitrate certain disputes and limits the ways in which you can seek relief, including by precluding you from suing in court or having a jury trial.

TO THE EXTENT PERMISSIBLE BY LAW, ANY CLAIMS, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY PRODUCTS OR SERVICES PROVIDED IN CONNECTION WITH THE SERVICES ("DISPUTE") MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY "CLASS ACTION WAIVER"). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY ARBITRATION ON BEHALF OF A CLASS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

Before filing a claim against Gemint, you agree to try to resolve the Dispute by first emailing [email protected] with a description of your claim, your account information, and proof of your relationship with Gemint. If we cannot resolve the Dispute within sixty days of our receipt of your first email, you or Gemint may then submit the Dispute to binding arbitration as provided herein. This informal resolution process is a condition precedent to commencing arbitration.

With only limited exceptions as described in Sections 22.9 and 22.10 below, all Disputes between you and Gemint must be resolved by final and binding arbitration on an individual basis. By agreeing to binding arbitration, you and Gemint expressly waive the right to formal court proceedings including without limitation trial by jury and class action. This Agreement affects interstate commerce, and the enforceability of this Section 22.3 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA").

The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules if you are a consumer, or otherwise under its Commercial Arbitration Rules, in each case as in effect at the time of the arbitration (the "AAA Rules"), except as modified by these Terms. The AAA Rules are available at www.adr.org. The arbitration will be conducted in English before a single arbitrator. Any hearing will be held by videoconference, unless the arbitrator determines that an in-person hearing is required, in which case the hearing will take place in the county of your residence or another location that you and Gemint agree to. The arbitrator has exclusive authority to resolve any Dispute, including disputes about the interpretation, applicability, or enforceability of this arbitration agreement, except that a court of competent jurisdiction will decide any dispute regarding the enforceability or application of the Class Action Waiver in Section 22.1 or the batch arbitration process in Section 22.6.

Payment of filing, administration, and arbitrator fees will be governed by the AAA Rules. If you are a consumer, Gemint will pay all AAA filing, administration, and arbitrator fees that exceed the consumer filing fee under the AAA Rules, unless the arbitrator finds that your claim was filed for purposes of harassment or is patently frivolous. Each party will bear its own attorneys' fees and costs unless the arbitrator awards them under applicable law.

To increase efficiency and reduce costs, if twenty-five (25) or more demands for arbitration are filed against Gemint raising similar claims and the counsel for the claimants are the same or coordinated, the demands will be administered in batches of up to fifty (50) demands per batch, with a single arbitrator appointed for each batch, a single set of administrative and arbitrator fees per batch, and one batch proceeding at a time, unless you and Gemint agree otherwise. You agree to cooperate in good faith to implement this batch process. Any disagreement about the applicability or administration of this Section 22.6 will be resolved by a single AAA procedural arbitrator before any batch proceeds.

Gemint, the arbitrator, and you will each maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information shared and produced during the arbitration, except as required by law.

Any arbitration must be commenced by filing a demand for arbitration within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. If a claim is not filed within such period, the Dispute is permanently barred. To the fullest extent permitted by applicable law, this Section 22.8 also applies to Disputes brought in court under Section 22.10 or following an opt-out under Section 22.9.

You can decline this agreement to arbitrate by emailing us at [email protected] within thirty days of the date that you first agree to this Agreement ("Opt-Out Period"). To be effective, your email must include your full name, residential address, and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 22.9, then Sections 22.3 through 22.8 of these Terms will not apply to you, and the remainder of this Agreement, including the Class Action Waiver in Section 22.1, will continue to apply.

Notwithstanding this Section 22, there is no requirement to arbitrate, and you and Gemint may each bring an individual action in small claims court, or seek only a temporary restraining order or injunction for alleged breach of confidentiality obligations or alleged infringement or misappropriation of intellectual property in any court having jurisdiction, provided that, in each case, the action is brought as an individual action and not on a class or representative basis.

If any portion of this Section 22 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed from these Terms, and such severance shall have no impact whatsoever on the remainder of this Section 22. Further, to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Lastly, if any provision in this Section 22 is found to prohibit an individual claim seeking public injunctive relief, such provision shall have no effect to the extent relief is allowed to be sought outside of arbitration. The remainder of this Section 22 shall remain in full force and effect.

Notwithstanding any provision in this Agreement to the contrary, you and Gemint agree that if Gemint makes any future material change to this Section 22, Gemint will notify you. Your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Section 22, constitutes your acceptance of any such changes.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the British Virgin Islands, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction, except that the arbitration agreement in Section 22 is governed by the FAA. You agree that Gemint may initiate a proceeding relating to the enforceability or validity of Gemint's intellectual property rights in any court of competent jurisdiction. With respect to any other proceeding not subject to arbitration under this Agreement, the courts of the British Virgin Islands will have exclusive jurisdiction. You waive any objection to venue in any such courts.

These Terms, and any other document, material, or information referenced herein, are particular to you, and any attempt that you make to assign, novate, or transfer your rights, interests, liabilities, and/or obligations is null and void, unless you have received Gemint's prior written consent. Gemint reserves the right to assign our rights without restriction, including without limitation to any of Gemint's affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their successors and permitted assigns.

This Agreement will remain in effect until terminated by either you or Gemint. We reserve the right to change, suspend or discontinue, or terminate, restrict, or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. All sections of this Agreement that by their nature should survive termination shall survive termination.

Gemint's failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation, or by any governmental agency, whether local, state, or federal, such provision shall be interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of the Terms shall not be affected.

You acknowledge and consent that the Services are provided by us according to our current technological capability and other business conditions. While we have made every effort to ensure continuity and security of the Services, we are unable to completely foresee and hedge against all legal, technological, and other risks. Gemint shall not be held liable for delays, failure in performance, or interruption of Services that result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: (a) acts of God such as earthquakes, fires, cyclones, explosions, typhoons, monsoons, landslides, lightning, storms, tempests, pandemics, droughts or meteors; (b) acts of war, whether declared or undeclared, including invasion, act of a foreign enemy, hostilities between nations, civil insurrection, or militarily usurped power, and acts of terrorism; (c) civil disorder, such as acts of a public enemy, malicious damage, sabotage, or civil unrest; (d) embargoes or sanctions (such as confiscation, nationalization, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or governmental authority); (e) unnatural disasters, such as ionizing radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; (f) labor disputes, including strikes, blockades, lock-outs, or other industrial disputes; (g) failure of telecommunication outlets, including the internet, communications networks and facilities, or other infrastructure, systems, operations or equipment relevant to the provision or use of the Platform, Site, and/or Services; (h) data breaches or data-processing failure or incomplete processing; (i) changes in laws or regulations that may materially affect the trading card, Digital Asset, and/or blockchain industries; (j) suspension, restriction, or termination of services by payment processors, card networks, banking partners, or other financial infrastructure providers; and/or (k) orders, investigations, or other actions of any governmental or regulatory authority.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your use of the Services. Formal legal notices to Gemint must be sent in writing to J Lab Ltd., Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands, with a copy by email to [email protected].

Clearlake is an intended third-party beneficiary of Sections 8 and 9 of these Terms and may enforce them. Except as expressly stated in these Terms, this Agreement does not create any third-party beneficiary rights.

These Terms are drafted in English. Any translation is provided for convenience only, and the English version controls in the event of any conflict. Section headings are for convenience only and have no legal or contractual effect.

These Terms and every other term or condition applicable to you, including any document incorporated by reference herein, constitute the entire agreement and understanding between you and Gemint as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including any prior versions of these Terms). Unless this Agreement or another agreement between you and Gemint specifically states otherwise, these Terms govern and control any conflict between these Terms and any other agreement you may have with Gemint. You acknowledge that, in agreeing to these Terms, you have not relied on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.