Samsung Electronics Australia Pty Ltd (ABN 63 002 915 648) (“Samsung”, “we”, “us” or “our”) wishes to increase the exclusivity and privilege for its members (“Samsung Members”), to enable them to experience Web3 in a simple, yet fun way.

These Terms of Use (“Terms”) govern our provision of the Samsung Members NFT (defined below) to you (and do not govern any other interactions you may have with us). The terms “you” and “your” refer to the individual who is issued a Samsung Members NFT by Samsung as part of winning a competition run by Samsung (or who otherwise owns the Samsung Members NFT, as applicable).

1. DEFINITIONS. The following terms have the corresponding meanings:

“Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with a Samsung Members NFT that you Own.

“CCCV” means our contracted service provider, Blocko Inc.

“CCCV Platform” means the NFT marketplace and platform operated by CCCV.

“NFT” means any blockchain-tracked, non-fungible token.

“Own” means, with respect to an NFT, an NFT that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the relevant blockchain.

“Samsung Members NFT” means an NFT referred to as such and which was provided to you by or on behalf of Samsung and which you Own.

“Samsung Members NFT Wallet” ” means the Samsung Members Wallet that is blockchain enabled to store and display Samsung Members NFT on the Samsung Platform.

“Samsung Platform” ” means the Samsung web platform provided to Samsung Members.

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

2. OWNERSHIP. You acknowledge and agree that Samsung (or, as applicable, its licensors) owns all intellectual property and other rights, title and interest in and related to the Art. The rights that you have in and related to the Art are limited to those expressly stated in clause 3 of these Terms. Samsung and its licensors reserve all rights in and related to the Art not expressly granted to you in clause 3 of these Terms, including the right to reproduce, create derivative works of, distribute and display the Art.

3. LICENCE TERMS. By participating in any NFT promotion or competition we run (“Offer”) you agree to be bound by these Terms. If you do not agree to these Terms, you should not participate in the Offer

4. RESTRICTIONS. . You agree and acknowledge that the Samsung Members NFT Wallet is tied to your Samsung Account and you will lose access to any Samsung Members NFTs in your Samsung Members NFT Wallet if you permanently delete your Samsung Account. You also agree that you may not, nor permit any third party to do or attempt to do any of the following without Samsung’s express prior written consent in each case: (i) modify, distort or perform any other change to your Samsung Members NFT in any way, including, without limitation, the Art, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Samsung Members NFTs as a brand or trade mark or to advertise, market, or sell any third party product or service; (iii) use the Art for your Samsung Members NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or promote illegal activities; (iv) use the Art for your Samsung Members NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise that includes, contains, or consists of the Art for your Samsung Members NFTs; (vi) use the Art for your Samsung Members NFTs in connection with defamatory or dishonest statements about Samsung and/or its affiliated companies or which otherwise damage the goodwill, value or reputation of Samsung and/or its affiliated companies; (vii) attempt to register or otherwise acquire any additional intellectual property rights in or to the Art for your Samsung Members NFT; or (viii) otherwise utilise the Art for your Samsung Members NFT for your or any third party’s commercial benefit. To the extent that the Art associated with your Samsung Members NFT contains Third Party IP, you understand and agree: (i) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the licence and restrictions contained in these Terms; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, Samsung may need to pass through additional terms and/or restrictions on your ability to use the Art; and (iii) to the extent that Samsung informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of these Terms of Use. The restrictions in this clause 4 will survive the expiration or termination of the licence granted under clause 3.

5. LIMITATIONS AND NO RIGHT TO TRADE MARKS. Without limiting clause 4, the licence granted to you under clause 3 does not include: (i) the right to use the Art to create additional NFTs; (ii) the right to create derivative works of the Art; (iii) the right to, and you must not, use any Samsung trade marks in connection with the exercise of your licence under clause 3. No Samsung trade marks are licensed to you. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to Samsung trade marks.

6. TRANSFERS AND TRADING. You agree and acknowledge that: (i) you are unable to transfer the Samsung Members NFT issued to the Samsung Members NFT Wallet to another blockchain wallet; and (ii) Samsung Members NFTs in the Samsung Members NFT Wallet cannot be traded or transferred. You agree and acknowledge that: (i) Samsung may provide you with the ability to connect with its contracted service provider, CCCV, to access services (including the CCCV Platform) to permit you to transfer the Samsung Members NFT to another blockchain wallet (which supports Ethereum-based tokens); (ii) such services may be subject to additional terms and costs, as determined by CCCV; and (iii) if you conduct such transfer, you may be able to trade and transfer such Samsung Members NFT on third party platforms. If you transfer or trade the Samsung Members NFT, you acknowledge and agree that: (i) any such transfer or trade must be in accordance with applicable laws and regulations; (ii) the transferee will, by purchasing, accepting, accessing or otherwise using the Art, be deemed to accept the terms and conditions in these Terms; (iii) you must provide notice to the transferee of these Terms (including a link or other method by which these Terms can be accessed by the transferee); (iv) you have not breached these Terms before the transfer; and (v) your license to the Samsung Members NFT has not been terminated before the transfer.

7. USE OF THE CCCV PLATFORM. Samsung may provide you with the ability to connect with its contracted service provider, CCCV, to access services (including the CCCV Platform) to permit you to transfer the Samsung Members NFT from your Samsung Members NFT Wallet to another blockchain wallet (which supports Ethereum-based tokens). You acknowledge that: (i) the CCCV Platform is not reviewed, controlled or examined by us in any way and the provision of links to the CCCV Platform does not mean that Samsung endorses or recommends, or has any association with, the CCCV Platform or the relevant third party goods and services; (ii) we are not responsible for the content, availability, advertising, products, services or other materials on the CCCV Platform, or any additional links contained on the CCCV Platform, or the conduct of any person associated with the CCCV Platform; (iii) if you agree to use any such services from or via CCCV, Samsung may provide your email address to CCCV for the purposes of verifying your Samsung Members’ details and connecting your Samsung Members account with CCCV; (iv) the CCCV Platform may be subject to its own terms and conditions of use and privacy policies and it is your sole responsibility to review and comply with those terms and conditions; and (v) we have no responsibility for your actions when using the CCCV Platform or any other third party platforms, sites, services or offrings.

8. DISCLAIMER OF WARRANTIES. You accept the Samsung Members NFT(s) “as is”, with no representation or warranty of any kind, express or implied (including any warranties or conditions that the Samsung Members NFT is merchantable, of satisfactory quality, reliable, accurate, fit for a particular purpose or need, non-infringing or free of defects or errors or able to operate on an uninterrupted basis, or that the use of the Samsung Members NFT by you is in compliance with laws applicable to you), in excess of any statutory warranty rights that you may have under applicable law. Certain legislation, including the Competition and Consumer Act 2010 (CCA), may imply warranties or conditions or impose obligations upon Samsung which cannot be excluded, restricted or modified, or cannot be excluded, restricted or modified except to a limited extent. These Terms must be read subject to these statutory provisions.

9. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, under no circumstances will we be responsible to you or any third party whether in contract, tort (including negligence), equity or under statue for any special, indirect, consequential, incidental or punitive damages, or any damages for loss of opportunity, data, profits, revenue or goodwill, regardless of whether or not such loss or damage was foreseeable and even if advised of the possibility of such loss. To the fullest extent allowable under applicable law (but subject to the maximum extent permitted under applicable law), our total maximum liability in contract, tort (including negligence), strict liability or otherwise, is limited to AUD $500. You shall take all reasonable measures necessary to avert and reduce any damages.

10. ASSUMPTION OF RISK. You agree as follows: (i) to the extent there is a price or market for a blockchain asset, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as Samsung Members NFTs, and there is no guarantee Samsung Members NFTs will have or retain any value; (ii) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, etc.), and Samsung will not be responsible for any of such risks, however caused; (iii) Samsung does not make any promises or guarantees about the availability of the Art on the Internet or that we will host the Art at any specific location and/or for any specific period of time; (iv) Samsung Members NFTs are made available solely for entertainment purposes; (v) upgrades and changes to or cessation of the blockchain network on which your Samsung Members NFT is on may have unintended, adverse effects on all blockchains using such technologies, including Samsung Members NFTs; (vi) Samsung makes no promises or guarantees related to any third parties that may permit you to trade or transfer your Samsung Members NFT (including CCCV) and each of their applications and/or services, including the continued availability of such applications and/or services and/or the protection and/or storage of any data you provide to such third parties; (vii) Samsung is not responsible for any transaction between you and a third party (e.g., your purchase of a Samsung Members NFT from a third party on a "secondary market") or for any consequences of such transaction (e.g. any costs or taxes being due with respect to such transaction), and Samsung has no liability in connection with any such transaction or its consequences.

11. TERMINATION. The licence granted to you under clause 3 applies only to the extent that you have rightfully or lawfully purchased or acquired the Samsung Members NFT and you continue to Own such Samsung Members NFT. The licence granted to you under clause 3 will immediately terminate without notification to you if: (i) at any time, you sell, trade, donate, give away, transfer, or otherwise dispose of your Samsung Members NFT for any reason (and you will have no further rights in or to the Art for such NFTs); (ii) you breach any of these Terms (including if you transfer, sell, donate or otherwise dispose of the Samsung Members NFT in a way not specifically allowed under these Terms); (iii) our operational, business or contractual relationships with third parties require us to do so; and/or (iv) we consider that you have done something that is detrimental to our operational or business interests or reputation or those of any third parties. Subject to applicable law, including the CCA, you acknowledge that neither we, nor any other person, will have any liability to you for any reason whatsoever arising from termination of the licence granted under clause 3.

12. GENERAL. If any provision in these Terms is void or unenforceable, that provision will be read down to the extent necessary to make it valid and enforceable and, to the extent that it cannot be so read down, will be severed from these Terms. If there is a contradiction or inconsistency between these Terms and any other notices, policies, communications or documents relating to the Samsung Members NFT then these Terms will prevail to the extent of that contradiction or inconsistency, unless we expressly agree otherwise in writing. In these Terms, the words “such as”, “including”, “particularly”, “by way of example” and similar expressions are not used as, nor are intended to be, interpreted as words of limitation. Your rights and obligations under these Terms are personal to you and you must not assign, transfer, sub-contract or otherwise dispose of any or all of your rights and/or obligations under these Terms. We may assign, transfer, sub-contract, novate or otherwise dispose of any or all of our rights and/or obligations under these Terms without notice to you. These Terms contain the entire agreement between you and us in relation to the subject matter of these Terms, and replace all previous agreements, understandings, representations and warranties about that subject matter. These Terms apply only to your use of the Samsung Members NFT and do not apply to any other interaction or dealing you may have with us (including through the Samsung Platform). These Terms will be governed solely by laws in force in New South Wales, Australia and this applies notwithstanding any use of the Samsung Members NFT outside of Australia. The parties agree to be bound by the non-exclusive jurisdiction of the courts of New South Wales, Australia. These Terms will not be governed by the UN Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.