Terms of Service

TOAST STUDIO, INC.

GENERAL TERMS OF SERVICE

(Last Revised: June 9, 2026)

These General Terms of Service (the “General Terms”), together with any applicable Additional Terms (as defined in Schedule 1), constitute a binding legal agreement between you (“you,” or “your”) and Toast Studio, Inc., a Puerto Rico corporation (“Toast Studio,” “Company,” “we,” “us,” or “our”) and govern your access to and use of the https://goodvibesclub.io/ website or any related website or mobile application (the “Site”), including any “Additional Services” (as defined below in Schedule 1), content, functionality, products, and services offered on or through the Site (collectively the “Service”). As used in these Terms, “Toast Studio Entities” means Toast Studio, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents.

PLEASE READ THESE TERMS CAREFULLY, THEY INCLUDE AN AGREEMENT TO ARBITRATE AND THE WAIVER OF THE RIGHT TO A TRIAL BY JURY.

These General Terms and any “Additional Terms” (as defined below in Schedule 1) you agree to when using any Additional Services (collectively, the “Terms”), form a legally binding agreement between Toast Studio and you regarding your use of the Service.

The Service provides Users (as defined below) access to the Good Vibes Club digital collectibles ecosystem, including features to view and interact with NFT collections, display cosmetic badges based on holdings and participation, and access eligibility-based opportunities related to community rewards programs. We may provide Users with access to additional functionalities as they become available from time to time.

“You” and “your” refer to any person who accesses or uses the Site or a Service. You can enter into these Terms on your own behalf and for personal use only, and after doing so you become an “User” under these Terms.

ARBITRATION AGREEMENT. Except for certain kinds of disputes described in Section 9, you agree that disputes arising out of, related to or under these Terms will be resolved by binding, individual arbitration, and by accepting these Terms, you and Toast Studio are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. You agree to give up your right to go to court to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a neutral arbitrator and not a judge or jury. See Section 9 for additional details.

MODIFICATION OF TERMS; FORM OF NOTICE. We may amend or modify the Terms at any time by posting revised terms on the Site or providing a copy to you. Any such revised Terms shall be effective as of the time they are posted but will not apply retroactively. Your continued use of the Service after the posting of revised Terms constitutes your acceptance of such revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Service and close any account(s).

NO CUSTODY. NO CUSTODY. WE DO NOT STORE OR HAVE ACCESS TO OR CONTROL OVER ANY PRIVATE KEYS, PASSWORDS, RECOVERY PHRASES, DIGITAL TOKENS, NFTS, OR OTHER PROPERTY OWNED BY YOU, AND WE ARE NOT CAPABLE OF PERFORMING TRANSACTIONS OR SENDING TRANSACTION MESSAGES ON YOUR BEHALF. THE SERVICE OPERATES AS A NON-CUSTODIAL VIEWING PLATFORM WHERE YOU CONNECT YOUR OWN DIGITAL WALLET TO ACCESS FEATURES, VIEW YOUR NFT HOLDINGS, DISPLAY COSMETIC BADGES, AND POTENTIALLY SUBMIT CLAIMS FOR DISCRETIONARY REWARDS POOL EVENTS. TOAST STUDIO DOES NOT HOLD, CUSTODY, EXCHANGE, CONVERT, OR SUBSTITUTE YOUR TOKENS OR NFTS FOR ANY OTHER ASSETS. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL TRANSACTIONS INITIATED THROUGH YOUR CONNECTED WALLET. ALL TRANSACTIONS RELATING TO DIGITAL TOKENS AND NFTS ARE EXECUTED AND RECORDED SOLELY THROUGH YOUR INTERACTIONS WITH THE APPLICABLE BLOCKCHAIN PROTOCOLS (SUCH AS ETHEREUM), SECONDARY MARKETPLACES (SUCH AS SUPER RARE, OPENSEA OR MAGIC EDEN), AND THIRD-PARTY SMART CONTRACTS, NONE OF WHICH ARE OPERATED OR MAINTAINED BY TOAST STUDIO OR ANY ENTITIES AFFILIATED WITH TOAST STUDIO.

WARRANTIES OF USER. BY ACCEPTING THESE TERMS, YOU ARE REPRESENTING AND WARRANTING TO US THAT: (A) YOU HAVE READ AND UNDERSTAND THESE TERMS, (B) YOU ARE OVER THE AGE OF 18 (OR OLDER IF YOU RESIDE IN A JURISDICTION WHERE THE MAJORITY AGE IS OLDER), (C) YOU ARE NOT LOCATED IN A COUNTRY THAT IS SUBJECT TO U.S. GOVERNMENT SANCTIONS, UNITED NATIONS SANCTIONS, OR SANCTIONS IMPOSED BY ANY OTHER COUNTRY, OR THAT HAS BEEN DESIGNATED BY THE U.S. GOVERNMENT AS A “TERRORIST SUPPORTING” COUNTRY, (D) YOU ARE NOT LISTED ON ANY LIST OF PROHIBITED OR RESTRICTED PARTIES OF THE U.S. GOVERNMENT, UNITED NATIONS, OR ANY OTHER COUNTRY, ((C) AND (D) COLLECTIVELY, “SANCTIONED PERSONS”) (E) YOU ARE NOT ACTING ON BEHALF OF ANY SANCTIONED PERSON, (F) USE OF THE SERVICE IS LAWFUL IN THE COUNTRY IN WHICH YOU ARE LOCATED, AND (G) ARE CONSENTING TO BE LEGALLY BOUND BY THESE TERMS ON YOUR OWN BEHALF AS AN USER. IF YOU DO NOT AGREE TO THESE TERMS OR CANNOT MAKE THESE REPRESENTATIONS AND WARRANTIES, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE.

ACCEPTANCE OF TERMS. BY CLICKING ANY BUTTON ON THE SITE INDICATING ACCEPTANCE (E.G., AN “I ACCEPT” BUTTON) OR INSTALLING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SERVICE YOU CONFIRM THAT ARE CONSENTING TO BE LEGALLY BOUND BY THESE TERMS.

Use of the Service.

Account; Age Verification. You may choose to create an account (“Account”) to access certain features of the Service. However, many core features of the Service, including the ability to view NFT collections and access publicly available content, may be accessible without creating an Account. If you choose to create an Account, you may be required to provide us with an email address and create access credentials. For certain enhanced features or compliance purposes, we may request additional information such as your: full name, residential address, phone number, Digital Wallet addresses, and other information as reasonably necessary. We reserve the right to request additional information in limited circumstances, including but not limited to a copy of a valid government-issued photo ID and other contact information, where required by applicable law or to prevent fraud or abuse of the Service. You agree to cooperate fully with any such requests and acknowledge that your failure to do so may result in suspension or termination of your Account. If you provide information to us, you agree that: (a) the information you provide is accurate and that you will keep it accurate and up to date at all times; (b) you are solely responsible for maintaining the confidentiality of your Account and for restricting access to it; and (c) you accept responsibility for all activities that occur in your Account or under your access credentials. You acknowledge and agree that Toast Studio is not responsible for any third-party access to your Account that results from theft or misappropriation of your Account. You agree to immediately notify us at [email protected] of any unauthorized use of your access credentials or otherwise of your Account or any other known or suspected breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section. The Service is not intended for, and Toast Studio does not knowingly collect Personal Data from, individuals under the age of 18 (or the applicable age of majority in your jurisdiction). By creating an Account or using features of the Service that require age verification, you represent and warrant that you are at least 18 years of age (or the age of majority in your jurisdiction, if older). Toast Studio reserves the right to implement age verification measures, including requiring date of birth confirmation or government-issued identification, for access to certain features of the Service. If Toast Studio becomes aware that a user is under the age of 18 (or such applicable age of majority), Toast Studio reserves the right to immediately suspend or terminate such user’s Account and access to the Service without notice. If you believe that we have inadvertently collected Personal Data from a minor, please contact us immediately at [email protected] so that we can take appropriate action.

Digital Token and Digital Wallets.

For purposes of these Terms, “Digital Token(s)” means a distributed ledger-based, cryptographic unit containing information, representing an asset, utility, or right, such as ownership in a project, access to a service, or a tangible or intangible asset like an NFT.

Some features of the Service may require that you link to your Account one or more supported blockchain-based Digital Token accounts or account storage software applications (each a “Digital Wallet”). By linking any Digital Wallet to your Account, you (a) certify that you are the owner of the linked Digital Wallet and authorized to link the Digital Wallet; (b) agree that any Digital Wallet information you provide to us is accurate and that you will keep it accurate and up to date at all times; (c) acknowledge that Toast Studio is not responsible for maintaining the confidentiality of your Digital Wallet or for restricting access to it, and that use of that Digital Wallet is governed by the service and privacy terms of the provider, host, or creator of, or entity that makes the Digital Wallet available for your use, if any; (d) you accept responsibility for all activities that occur in your Account through the use of your linked Digital Wallet; (e) you are solely responsible for the security of your Digital Wallet, including all passwords, private keys, recovery phrases, and other security credentials associated with your Digital Wallet; (f) you acknowledge that Digital Wallets involve significant risks, including but not limited to software risks, hacking risks, unauthorized access risks, and technical failures; and (g) you agree that Toast Studio has no liability whatsoever for any losses, damages, or claims arising from or related to any risks associated with your Digital Wallet, including but not limited to loss of access, theft, hacking, software malfunctions, or any other security breaches or technical issues affecting your Digital Wallet.

Data Collection; Privacy.

Personal Data. If and when you voluntarily create an Account or use certain Additional Services, you may choose to provide us with certain information for purposes of identity verification (where necessary), providing enhanced features of the Service to you, and compliance with applicable laws including the detection of money laundering, terrorist financing, fraud, or any other financial crimes. The information we may request in such circumstances may include certain personal information, including but not limited to your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, and government identification (all such information which is related to an identified or identifiable natural person, “Personal Data”). You agree to cooperate fully with any such requests and acknowledge that your failure to do so may result in suspension or termination of your Account. Many core features of the Service do not require you to provide Personal Data. Where you do provide Personal Data, you consent to us and our service providers accessing, processing and retaining such Personal Data for the purpose of providing the Service to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your Account (if applicable) or ceasing use of features that require Personal Data. However, we may retain and continue to process your Personal Data if we reasonably believe it is necessary in order to comply with laws or regulations. In providing us with information, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your Personal Data may be disclosed to fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. See our Privacy Policy at https://goodvibesclub.io/privacy for more information on how we treat your data.

Usage Data and Processing. Through use of the Services, Users may provide, upload, import, transmit, post, or make accessible to Toast Studio and its service providers certain data (“Usage Data”). You hereby grant us a royalty-free, fully paid, revocable, non-exclusive license to use, process, display, copy, make derivative works of, and store (“Process”) the Usage Data solely to: (i) provide the Services to you; (ii) administer and make improvements to the Service; and (iii) collect and analyze aggregated anonymous information. You acknowledge that the Services do not operate as an archive or file storage system. You are solely responsible for the backup of any Usage Data and you alone must implement any backup plans and safeguards you deem appropriate for your requirements. Furthermore, you authorize us and our service providers to process the Usage Data and Personal Data, if any, in accordance with our Privacy Policy (available at https://goodvibesclub.io/privacy, as such policy may be amended from time-to-time).

When connecting a Digital Wallet to the Service, certain information related to your Digital Wallets, such as an “address,” “public key,” and the nature and extent of Digital Tokens and NFTs associated with the Digital Wallet (“Digital Wallet Information”), may be read by the Service to provide you with personalized features such as displaying your NFT holdings and determining eligibility for cosmetic badges. All blockchain transactions are publicly visible on the blockchain. If you directly use your Digital Wallet to engage in transactions on public blockchains, other users or viewers of the blockchain will have access to your transaction information, and users with whom you interact may store or re-share your information with others, on or off of the Service. BY USING ANY SERVICES, OR BY DIRECTLY OR INDIRECTLY LINKING YOUR DIGITAL WALLETS TO AN ACCOUNT, YOU EXPRESSLY CONSENT TO ALLOWING YOUR DIGITAL WALLET INFORMATION AND RELATED TRANSACTION INFORMATION TO BE READ BY THE SERVICE AND TO BE PUBLICLY VISIBLE ON THE BLOCKCHAIN.

Payments and Authorizations. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are non-refundable. Toast Studio reserves the right to determine and modify pricing for the Service, including any features of the Service or products offered through the Service, subject to the notice requirements set forth herein. Toast Studio will make reasonable efforts to keep pricing information published on our website up to date. We encourage you to check our website periodically for current pricing information. Toast Studio may change the fees for any feature of the Service, including additional fees or charges, if Toast Studio gives you advance notice of changes before they apply. Toast Studio will also notify you of the final price of each transaction, inclusive of pricing and fees, when you authorize a transaction and in each receipt we issue to you. Toast Studio, at its sole discretion, may make promotional offers with different features and different pricing to any of Toast Studio’s users. These promotional offers, unless made to you, will not apply to your offer or these Terms. You authorize Toast Studio to charge all sums for any use of your Account that you confirm through the Service (including through features of the Service), any orders you make, and any level of Service you select as described in these Terms or published by Toast Studio, including all applicable taxes, to the payment method specified in your Account. If you pay any fees with a credit card, Toast Studio may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase or requested transmission of funds in or out of your Account. Toast Studio may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize Toast Studio, in its sole discretion, either to cancel the transaction or to debit your other payment methods in any amount necessary to complete the transaction, which may include additional fees.

Blockchain Network Fees. Your Digital Token and NFT transactions may incur transaction fees, such as mining fees (or “gas”), which are mandated or assessed by the applicable blockchain network (such as Ethereum). Before initiating a transaction, it is your responsibility to ensure that your Digital Wallet has sufficient balance and/or “gas” (network processing power) to complete the transaction fully. Consequently, we are not liable for any transaction failures or financial losses you may experience due to issues arising from insufficient funds or gas associated with your Digital Wallet. Except as otherwise provided in the Additional Services as it related to the VIBESTR$ Digital Token, Toast Studio does not receive any portion of blockchain network fees; these fees go directly to network validators or miners.

Third-Party Technology; Services.

In connection with the Services, we may use, or may provide you with access to, hardware devices, software, source code or other technology licensed to us from third parties, and which may be owned by such third parties (collectively, “Third Party Technology”). You acknowledge and agree that we do not make any warranties or guarantees regarding Third Party Technology, and we are not responsible for the operation or failure of any Third Party Technology, including without limitation the privacy practices, data security processes or other aspects related to Third Party Technology. You further acknowledge and agree that any Devices (as defined below) are each subject to their own terms and conditions separate and apart from this Agreement. You agree to waive any claim against Toast Studio with respect to such Third-Party Technology and release us from any associated liability to the fullest extent permitted by law.

The Service may permit or enable you to interact with other websites, services or resources on the Internet or other mobile applications (“Third Party Services”), and other Third-Party Services may contain, interact or integrate with the Services. When you access Third Party Services on the Internet, you do so at your own risk. These Third-Party Services are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third-Party Services. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any Third Party Services.

When using Third Party Technologies or Third Party Services, you understand and agree that additional terms and conditions may apply, and you are solely responsible for compliance with the same. Any transactions undertaken by you in connection with any Third-Party Technology or Third Party Service are solely between you and the applicable third party, and we are not a party to and will have no liability to you in connection with any such transactions with third parties.

By using Third Party Technologies or Third Party Services, you agree that Toast Studio may transfer that information to the applicable Third Party Technology or Third Party Service. To the fullest extent permitted by law, Toast Studio is not responsible for any Third Party Technology or Third Party Service’s use of your exported information.

Toast Studio is Not an Exchange. Toast Studio and the Service are not an exchange, marketplace, or trading platform for buying, selling, or trading Digital Tokens, NFTs, virtual currencies, or other digital assets. Toast Studio does not facilitate, execute, or intermediate transactions in Digital Tokens or NFTs. Any purchases, sales, or trades of GVC NFTs or other digital assets occur on third-party marketplaces (such as OpenSea, Magic Eden, or other platforms) or through direct peer-to-peer transactions on the blockchain. Toast Studio is not a bank, broker/dealer, investment adviser, money transmitting business, or any other type of financial institution. The Service does not and cannot buy, sell, hold, invest, send, receive, or custody fiat currencies, Digital Tokens, NFTs, or any other assets on your behalf.

Secondary Marketplace Disclaimer. GVC NFTs and other Digital Tokens may be listed, bought, sold, or traded on third-party secondary marketplaces (e.g. Super Rare, OpenSea, Magic Eden, or other platforms (collectively, “Secondary Marketplaces”). Toast Studio is not affiliated with, does not endorse, and has no control over any Secondary Marketplace. Your use of any Secondary Marketplace is subject to that marketplace’s own terms of service, privacy policy, and fee structure. Toast Studio disclaims all liability for: (a) any actions, policies, or decisions of any Secondary Marketplace, including delisting, banning, or restricting GVC NFTs or your account; (b) any fees, royalties, or charges imposed by any Secondary Marketplace; (c) any service interruptions, outages, or failures of any Secondary Marketplace; (d) any disputes between you and any Secondary Marketplace or other users thereof; (e) any changes to Secondary Marketplace policies that may affect the liquidity, transferability, or value of GVC NFTs; and (f) any losses arising from your use of or reliance on any Secondary Marketplace. You are solely responsible for understanding and complying with the terms of any Secondary Marketplace you use.

Toast Studio is Not a Custodian; Ownership of Digital Tokens. You own and control the Digital Tokens and NFTs that you maintain in the blockchain address(es) associated with your connected Digital Wallet. As the owner of your Digital Tokens and NFTs, you shall bear all risk of loss of such assets. The Service is a viewing and community platform, not a custodial service. We are not a custodian, trustee, bailee, or any similar form of fiduciary, nor a financial services intermediary (such as a money transmitter) with respect to your Digital Tokens or NFTs. We do not hold, store, or control your assets. None of the Toast Studio Entities shall have any liability to you or any third party for any loss of your Digital Tokens or NFTs incurred by you arising from theft, hacking, loss of private keys, unauthorized transactions, smart contract vulnerabilities, blockchain failures, or any other cause. Subject to these Terms, you have the right, as owner of your Digital Tokens and NFTs, to transfer them to different blockchain addresses, sell them on third-party marketplaces, or otherwise manage them at any time.

Licenses and Ownership.

Licenses to Service. Subject to your complete and ongoing compliance with these Terms, Toast Studio grants a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to: (a) install and use object code copies of any mobile or computer application associated with the Service obtained from a legitimate marketplace or directly from Toast Studio (whether installed by you or pre-installed on your mobile or computer device by the device manufacturer) on mobile or computer devices that you own or control (“Device” or “Devices”); and (b) access and use the Service, solely for User’s personal, non-commercial use. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reproduce, distribute, publicly display, or publicly perform the Service; (ii) make modifications to the Service; or (iii) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it. Except for the limited license granted in these Terms, Toast Studio retains all right, title, and interest, including all intellectual property rights, in and to the Services. The Services constitute Toast Studio’s valuable trade secrets. Accordingly, any unauthorized use or disclosure of information related to the Services would cause Toast Studio irreparable harm. The license granted pursuant to these Terms is not a sale and does not transfer to you title or ownership of the Services or a copy of the Services. ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS ARE RESERVED BY Toast Studio.

User Content. Certain features of the Services may permit users to upload and provide content to the Services, including messages, data, text, images, files, links, information, contracts, documents, materials and other types of works (“User Content”) and to publish User Content on the Services. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Services. By providing User Content to or via the Services, you grant Toast Studio a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, for purposes of providing the Services to you and to other authorized users. Further, you give Toast Studio permission to share your User Content with any third-party with whom you engage or wish to apply to engage, and any service provider that participates in transactions you enter, all as may be further described in the Privacy Policy. By providing User Content, you represent and warrant that: (a) your User Content is true and accurate; (b) your User Content, and the use of your User Content as contemplated by these Terms, does not and will not (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Toast Studio to violate any law or regulation.

Retention. You acknowledge, consent, and agree that Toast Studio may access, preserve, and disclose content you provide us if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by our Privacy Policy or reasonably necessary or appropriate for any of the following reasons: (a) to comply with legal process (e.g., a subpoena, court order, or warrant); (b) to enforce these Terms; (c) to respond to claims that any content violates the rights of third parties; (d) to protect the rights, property, or personal safety of Toast Studio, our agents and affiliates, our users, and the public; or (e) to address your requests.

Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service or Account (“Feedback”), then you grant Toast Studio a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up, fully sublicensable, and transferable right to use and incorporate Feedback into any products and services, to make, use, sell, offer for sale, import, and otherwise exploit such products and services, and to otherwise use, copy, distribute, and exploit the Feedback without restriction.

Intellectual Property; GVC NFT Art Rights.

Toast Studio IP; GVC IP. The Service is owned and operated by Toast Studio. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (including of your Account) (collectively, “Materials”) provided by Toast Studio are protected by intellectual property and other laws. All Materials included in the Service are the property of Toast Studio or its third-party licensors. Without limiting the foregoing, Toast Studio, Inc. retains complete ownership of all intellectual property rights in and to the Good Vibes Club brand, the “Vibetown” universe, all GVC character designs, artwork, trademarks, service marks, logos, and all other creative and brand elements (collectively, the “GVC IP”). Except as expressly authorized by Toast Studio, you may not make use of the Materials or the GVC IP. Toast Studio reserves all rights to the Materials and GVC IP not granted expressly in these Terms. All trademarks, service marks, trade names, trade dress and related intellectual property rights in the Service, Materials, or GVC IP (the “Marks”) are proprietary to Toast Studio or our licensors or licensees and are expressly reserved to Toast Studio. You may not use, reproduce, or display any of the Toast Studio Marks except upon Toast Studio’s prior written consent. You hereby agree that any rights in the Marks you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Toast Studio. You may not seek to register any trademark, service mark, or other source identifier in Your GVC NFT Art, the GVC IP, or any element thereof.

You Own Your GVC NFT . When you own a Digital Wallet that holds a GVC NFT, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that GCV NFT. Except for the GVC NFTs we own, Toast Studio has no right or ability to seize, freeze, or otherwise modify the ownership of any GVC NFT.

We Own (but License to You) the Intellectual Property in Your GVC NFT Art. Toast Studio owns all rights, title, and interest in and to the GVC NFT Art, including any and all copyrights, trademarks, and other intellectual property rights therein (“IP”). “GVC NFT Art” means the complete selection and arrangement of all base layers, features, attributes, and other visual elements that comprise the digital artwork associated with a GVC NFT as displayed by the applicable smart contract. However, we grant you the License (defined below) to use the GVC NFT Art associated with Your GVC NFT (“Your GVC NFT Art”) for as long as you hold Your GVC NFT (the “License Term”). The License Term commences upon your lawful acquisition of Your GVC NFT and terminates immediately and automatically upon the transfer of Your GVC NFT to a new owner, as recorded on the applicable blockchain.

License Grant. Subject to your acceptance of, and compliance with, these Terms, and for the duration of the License Term, Toast Studio grants to you a non-exclusive, worldwide, royalty-free, non-sublicensable, non-transferable (except as set forth in subsection (d) below), revocable license to reproduce, display, and use Your GVC NFT Art solely for personal, non-commercial purposes (the “License”). Permitted personal, non-commercial uses include: (i) displaying Your GVC NFT Art in your personal Digital Wallet or on compatible platforms that support the display of NFTs; (ii) using Your GVC NFT Art for personal social media profiles, personal avatars, desktop backgrounds, or personal digital display; (iii) reselling or transferring Your GVC NFT in accordance with the applicable blockchain protocol and marketplace terms; and (iv) discussing and sharing information about Your GVC NFT Art in community forums or social media, provided you do not make false claims about ownership of the underlying IP.

Restrictions and Reservations. The License is strictly limited to personal, non-commercial use. Without limiting the foregoing, you may not: (i) use Your GVC NFT Art for any commercial purpose, including selling merchandise, products, or services featuring the artwork, using the artwork in advertising, marketing, or promotional materials for any business, or any other use intended to generate revenue or commercial value; (ii) reproduce, distribute, or create derivative works based upon Your GVC NFT Art for commercial purposes; (iii) extract, isolate, or exploit any individual element of Your GVC NFT Art (such as individual traits, features, accessories, or design components) separate and apart from the complete GVC NFT Art composition; (iv) use Your GVC NFT Art in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability; (v) use Your GVC NFT Art in a manner that violates applicable law; (vi) use Your GVC NFT Art in any way that implies endorsement by, affiliation with, or sponsorship by Toast Studio or Good Vibes Club, except as expressly authorized in writing; (vii) seek to register any copyright, trademark, or other intellectual property right in Your GVC NFT Art or any element thereof; or (viii) license, sublicense, or otherwise transfer any rights in Your GVC NFT Art to any third party. The License extends only to Your GVC NFT Art as a complete composition; it does not grant you rights in any individual element thereof. All rights not expressly granted under the License are reserved by Toast Studio.

License Back to Toast Studio. You grant to Toast Studio an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, sublicensable license to publicly display and otherwise use Your GVC NFT Art alongside other GVC NFT Art for the purpose of promoting, exhibiting, or marketing the GVC collection, the Vibetown universe, and Toast Studio’s products and services.

No Decoupling; Transfer and Termination. Ownership of a GVC NFT and the License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the License from Your GVC NFT. Upon the transfer of Your GVC NFT to a new owner, as recorded on the applicable blockchain: (i) your License hereunder shall immediately and automatically terminate; (ii) you must immediately discontinue all use of Your GVC NFT Art, including any use as a social media profile, avatar, or other identifier; and (iii) the new owner of the GVC NFT shall be eligible to receive a new License under these Terms upon their acceptance thereof. For the avoidance of doubt, after the License Term, you may not use, display, reproduce, or exploit Your GVC NFT Art in any manner whatsoever.

Copyright Notices and Attribution. You may include the following copyright notice when displaying Your GVC NFT Art: “Good Vibes Club © Toast Studio, Inc.” You may not remove, obscure, or alter any copyright notices, watermarks, or other proprietary notices associated with the GVC NFT Art. You may not file any application to obtain a copyright registration in Your GVC NFT Art or any derivative work thereof.

Enforcement; Cooperation. Toast Studio reserves the right to enforce its intellectual property rights and to take action against any unauthorized use of the GVC IP, whether by GVC NFT holders or third parties. Violation of the License restrictions set forth herein may result in immediate termination of the License, termination of your Account and access to the Service, and pursuit of all other remedies available under law or in equity, including injunctive relief and damages. You agree that any unauthorized use of Your GVC NFT Art or the GVC IP would cause Toast Studio irreparable harm for which monetary damages would be an inadequate remedy, and Toast Studio shall be entitled to seek equitable relief, including injunction and specific performance, without the obligation to post any bond or other security. You agree to cooperate with Toast Studio in the enforcement of its intellectual property rights, including by: (a) promptly notifying Toast Studio if you become aware of any actual or suspected infringement, counterfeiting, or unauthorized use of the GVC IP or GVC NFT Art by any third party; (b) providing Toast Studio with information and documentation reasonably requested by Toast Studio in connection with any enforcement action; and (c) refraining from taking any action that would interfere with or undermine Toast Studio’s enforcement efforts. Toast Studio shall have no obligation to take enforcement action with respect to any particular infringement.

Media and Product Expansion. Toast Studio intends to expand the GVC brand across various media, products, and licensing opportunities. NFT holders have no ownership stake, profit participation, or economic rights in any such expansions. All revenue, rights, and benefits from GVC brand exploitation belong solely to Toast Studio.

Not an Investment Product. The GVC NFTs are digital art collectibles created for aesthetic appreciation and community participation. They are not investment contracts, securities, equity interests, or financial products of any kind. The License does not convey any right to revenue, profits, or financial returns. You should have no expectation of profit, financial return, or economic benefit from holding, displaying, or transferring GVC NFTs. Any increase in value of GVC NFTs is incidental and not the result of Toast Studio’s efforts or any common enterprise.

Utility. Owners of GVC NFTs may be offered utility, benefits, or entitlements from time to time, but the License does not confer any such utility. Toast Studio makes no assurances of any utility. Any utility may be subject to separate terms and conditions. Toast Studio will not be responsible in any manner for any utility offered by any third party.

Communications.

Overview. By accepting these Terms, you expressly consent to be contacted by us or our affiliates at any telephone number, e-mail address, mailing address, or physical or electronic address you provide or at which you may be reached in accordance with these Terms. You agree that we, our affiliates, agents, or service providers may contact you in any way, including by e-mail, SMS messages (including text messages, subject to these Terms), calls using pre-recorded messages or artificial voice, and calls and messages delivered using automatic telephone dialing systems (auto-dialer) or an automatic texting system at any phone number you have provided to us, including any mobile phone number, as well as any address in our records or in public or nonpublic databases. Automated messages may be played when the telephone is answered whether by you or someone else. In the event that an agent or representative of ours calls you, he or she may also leave messages on your answering machine, voice mail, or send messages via text. We may send you communications related to transaction details, recovery requests, requests for secondary authentications, notifications regarding updates to the Services, and research, marketing, or promotional communications. You can revoke your consent at any time by contacting us at [email protected]. You certify, warrant, and represent that the telephone numbers that you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number. You are responsible for any and all charges imposed by your communications service provider. You agree that we and our agents, representatives, affiliates or anyone calling on our behalf may contact you on a recorded or monitored line and that any incoming calls may also be recorded and monitored. You acknowledge that opting out of receiving communications may impact your use of the Services.

Push Notifications. You agree to receive alerts about your Account activity, balances on your Account, payments, suspicious activities, and other matters involving your use of the Service through push notifications to your Device. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. Toast Studio is not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content, or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted, and may include your name and information pertaining to your Account or use of the Service. Toast Studio may terminate your use of push notifications at any time without notice. You may choose to discontinue receiving push notifications by updating your preferences on your Device.

Email. We may send you emails concerning the Service and our other products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

Your Obligations.

Supported Digital Tokens. Toast Studio and the Service support viewing and interaction with certain Digital Tokens and NFTs, including but not limited to: (a) Good Vibes Club NFTs (ERC-721 tokens on Ethereum); (b) $VIBESTR tokens (ERC-20 tokens on Ethereum, deployed by TokenWorks (a third-party unaffiliated with Toast Studio); and (c) such other digital assets as Toast Studio may designate from time to time on the Site or in our documentation (collectively, the “Supported Digital Tokens”). Users should not expect the Service to correctly display, interpret, or provide features for any Digital Token other than Supported Digital Tokens.

Compliance with Laws. You agree that you will not use the Service in any unlawful manner or for any unlawful purpose. You may not use or otherwise export or re-export the Service except as authorized by U.S. law and the law in the jurisdiction in which you are located. Toast Studio does not represent that the Service is appropriate or available for use in any geographical location. Any person choosing to use the Service is solely responsible for compliance with all applicable laws. The Service is subject to U.S. export controls and may not be downloaded, exported, or re-exported: (a) into (or to a national or resident of), Cuba, Iran, North Korea, Sudan, Syria, Libya, or any other country with respect to which the U.S. government maintains trade sanctions prohibiting the shipment of goods; or (b) to anyone on or acting on behalf of an entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Denied Persons List or Entities List or included in General Order 3 (15 C.F.R. Part 736, Supplement 1) (collectively, “U.S. Prohibited Party Lists”). By downloading and/or using the Service, you represent and warrant to Toast Studio that you are not: (a) located in or a national or resident of any country noted above that is subject to U.S. trade sanctions, or that has otherwise been designated by the U.S. government as a “terrorist supporting” country; or (b) on any U.S. Prohibited Party List or acting on behalf of any person or entity on any such list.

Prohibited Conduct. By using the Service, you agree not to: (a) use the Service for any illegal purpose or in violation of any local, state, national, or international law; (b) use the Service for money laundering, terrorist financing, sanctions evasion, tax evasion, or any other financial crime; (c) use the Service to obscure, conceal, or disguise the source, origin, ownership, or destination of funds or Digital Tokens derived from illegal activity; (d) submit any materials in connection with the use of the Service that will violate or infringe upon the rights of any third party, or contain otherwise unlawful material; (e) attempt to access or search the Service or Materials or download Materials from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools and the like) other than the software or search agents provided by Toast Studio or other generally available third-party web browsers; (f) interfere with security-related features of the Service, including by disabling or circumventing features that prevent or limit use or copying of any content or reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; (g) interfere with the operation of the Service, including by uploading or otherwise disseminating any virus, adware, spyware, worm, Trojan Horse, disabling device, or other malicious code or interfering with or disrupting any network, equipment, or server connected to or used to provide the Service; (h) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth; (i) sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or (j) attempt to do any of the acts described in this Section 4.3 or assist or permit any person in engaging in any of the acts described in this Section 4.3.

Unauthorized or Incorrect Transactions. By using the Service, you acknowledge and agree that you have an affirmative duty to promptly review any and all transaction confirmations for accuracy and completeness. Toast Studio does not execute, facilitate, or control transactions involving your Digital Tokens or NFTs. All transactions are executed directly on the blockchain through your connected Digital Wallet. When a Digital Token or NFT transaction occurs using your wallet, we will assume that you authorized such transaction, unless you notify us otherwise and provide credible evidence to the contrary. If you believe you did not authorize a particular transaction or that transaction information displayed on the Service is incorrect, you must contact us within 24 hours of becoming aware of the issue at [email protected]. Upon receipt of such notification, Toast Studio will investigate the reported issue in good faith and make commercially reasonable efforts to respond to you within a reasonable time. However, you acknowledge and agree that due to the nature of blockchain transactions, Toast Studio has no ability to reverse, cancel, modify, or recover Digital Tokens or NFTs once a transaction has been executed on the blockchain. Toast Studio shall have no liability for any losses arising from unauthorized or incorrect transactions, except to the extent directly caused by Toast Studio’s gross negligence or willful misconduct in the operation of the Service (excluding any blockchain protocol, wallet provider, or third-party marketplace failures). You are responsible for: (a) securing your Digital Wallet and private keys; (b) regularly monitoring your transactions; (c) timely notifying us of any suspected issues; and (d) taking appropriate security precautions to prevent unauthorized access to your wallet.

Security.

Security. We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk. You are solely responsible for safeguarding access to the Services, your Account, your Device, and any recovery communication method, as access to the Service, your Account, your Device, or your recovery communication method could compromise your Digital Tokens. You understand that if there is unauthorized access to your Security Phrase, your Digital Tokens could be immediately at risk.

Modifications.

Modification of Terms. We may, from time to time, change these Terms on a going-forward basis. Please check these Terms periodically for changes. Toast Studio may provide notice of modified terms by posting them on the Site, e-mailing you, providing you a notice through your Account or Digital Wallet, or through other methods of communication which we deem reasonable. Revisions will be effective immediately except that, for existing users, material revisions will, unless otherwise stated, be effective 30 days after posting or notice to you of the revisions. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. If you do not agree to the modified terms, you should remove your Account and discontinue your use of the Service.

Modification of Service. Toast Studio reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Toast Studio will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service. Toast Studio also reserves the right to make software updates to the Service and make those updates available to you. If Toast Studio makes any software update to the Service available to you, you agree to install the update in order to continue using the Service. Any software update to the Service may be subject to additional terms and conditions made known to you at the time any such update is made available to you.

Term and Termination. These Terms will be effective upon the earlier of your acceptance of these Terms or use of the Service and will continue until terminated (the “Term”). If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Toast Studio may, at its sole discretion, terminate these Terms or your Account, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your Account and these Terms at any time by contacting us at [email protected] and ceasing all use of the Service. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your Account or the Service; (c) you must pay Toast Studio any unpaid amount that was due prior to termination; and (d) Sections 1.4 (Payments and Authorizations), 2 (Licenses and Ownership), 3 (Communications), 7 (Indemnification), 8 (Disclaimers and Limitations on Liability), 9 (Dispute Resolution; Agreement to Arbitrate), 10 (Risk Disclosures and Acknowledgement), and 11 (Miscellaneous, including Section 11.4 Confidentiality) will survive. Termination of your Account does not affect your ownership of any GVC NFTs or Digital Tokens you hold in your wallet, but you will lose access to Service features.

Indemnification. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend, indemnify, and hold harmless Toast Studio and the “Toast Studio Entities” from and against every claim, liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of, relating to, or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) your violation of any applicable laws, rules, or regulations; or (e) any dispute or issue between you and any third party arising from or related to your use of the Service. We reserve the right, at our own expense, to assume the exclusive defense and management of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those matters.

Disclaimers and Limitations on Liability.

DISCLAIMERS; NO WARRANTIES. YOUR USE OF ALL OR ANY PORTION OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOAST STUDIO AND ALL TOAST STUDIO ENTITIES DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING: (A) WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NON-INTERFERENCE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES; AND (B) WARRANTIES THAT THE SERVICES, AND ANY DATA PROCESSED THROUGH OR USING THE SERVICES IS SECURE, ACCURATE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF ANY OF THESE EXCLUSIONS DO NOT APPLY TO YOU OR ARE VOID WITH RESPECT TO YOU UNDER ANY APPLICABLE LAW, THEN ANY WARRANTY THAT CANNOT BE EXCLUDED IS LIMITED TO THE SHORTER OF: (I) 90 DAYS FROM THE DATE OF FIRST DELIVERY OF THE SERVICES; AND (II) THE SHORTEST PERIOD PERMITTED UNDER APPLICABLE LAW.

NONE OF TOAST STUDIO, TOAST STUDIO ENTITIES, ANY OF ITS AFFILIATES, SUBSIDIARIES, SERVICE PROVIDERS, VENDORS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INDEPENDENT CONTRACTORS OR LICENSORS GUARANTEES THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, SUITABILITY, AVAILABILITY OR USEFULNESS OF ANY OF THE SERVICES, FOR ANY PURPOSE, AND EACH OF THESE PERSONS DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE SERVICES. NONE OF THE SERVICES CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY OR SELL ANY SECURITY OR DIGITAL ASSET. THE SERVICES ARE NOT INTENDED TO BE RELIED UPON AS THE BASIS FOR ANY INVESTMENT DECISION. THE SERVICES ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE, AND YOU SHOULD CONSULT YOUR OWN ATTORNEY, BUSINESS ADVISOR, FINANCIAL ADVISOR, AND/OR TAX ADVISOR IN ORDER TO MAKE AN INDEPENDENT DETERMINATION OF THE SUITABILITY AND LEGAL, BUSINESS, FINANCIAL, AND TAX CONSEQUENCES OF ANY ACTION. THE SERVICES MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. TOAST STUDIO ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. TOAST STUDIO IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, BLOCKCHAIN PROTOCOLS OR NETWORKS, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE OR SERVICES ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR SERVICES.

TOAST STUDIO IS NOT RESPONSIBLE FOR AND MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO (I) THE OPERATION, FUNCTIONALITY, SECURITY, OR AVAILABILITY OF THE UNDERLYING BLOCKCHAIN PROTOCOLS OR THIRD-PARTY SMART CONTRACTS (INCLUDING BUT NOT LIMITED TO DELAYS, ERRORS, OR FAILURES CAUSED BY NETWORK CONGESTION, HASHING ERRORS, SMART CONTRACT BUGS, OR OTHER BLOCKCHAIN ISSUES); AND (II) IF A “FORK” (I.E. A CHANGE IN BLOCKCHAIN PROTOCOL RULES) OCCURS AFFECTING ANY SUPPORTED DIGITAL ASSET, TOAST STUDIO MAY, BUT IS NOT OBLIGATED TO, UPDATE THE SERVICE TO SUPPORT THE FORKED PROTOCOL.

THIRD PARTY PRODUCTS PURCHASED BY YOU THROUGH THE SERVICE ARE NOT OUR PRODUCTS, AND WE DISCLAIM ANY AND ALL WARRANTIES RELATED TO SUCH THIRD-PARTY PRODUCTS. EACH THIRD-PARTY PRODUCT PROVIDER IS FULLY RESPONSIBLE FOR THE THIRD PARTY PRODUCTS SOLD THROUGH THE SERVICE. YOU WAIVE AND RELEASE US FROM ANY AND ALL INJURIES, DAMAGES, CLAIMS, LIABILITIES, AND COSTS SUCH THIRD PARTY PRODUCTS MAY CAUSE YOU TO SUFFER ARISING FROM OR RELATED TO ANY ACT OR OMISSION OF ANY THIRD-PARTY PRODUCT PROVIDER IN CONNECTION WITH SUCH PROVIDER’S THIRD-PARTY PRODUCTS. WE ARE NOT RESPONSIBLE FOR EXAMINING OR EVALUATING, AND WE DO NOT WARRANT THE OFFERINGS OF ANY THIRD PARTY OR THIRD-PARTY PRODUCTS. WE DO NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE ACTIONS, PRODUCTS AND CONTENT OF THIRD-PARTY PRODUCT PROVIDERS OR ANY OTHER THIRD PARTIES. YOUR PURCHASE AND USE OF THIRD-PARTY PRODUCTS IS SOLELY AT YOUR OWN RISK.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) TOAST STUDIO’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (I) USD $1,000 OR (II) THE TOTAL AMOUNT OF FEES PAID BY YOU TO TOAST STUDIO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; AND (B) TOAST STUDIO WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, BLOCKCHAIN NETWORKS OR PROTOCOLS, ELECTRONIC COMMUNICATIONS, DATA CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS OR INVESTMENT, LOSS CAUSED AS A RESULT OF YOUR NEGLIGENCE, LACK OF UNDERSTANDING OF DIGITAL ASSETS (INCLUDING NFTs), DIGITAL ASSET WALLETS OR FAILURE TO FOLLOW ANY REASONABLE INSTRUCTION ISSUED BY US, LOSS CAUSED AS A RESULT OF THE LOSS, THEFT, OR DESTRUCTION OF YOUR DEVICE(S), LOSS CAUSED BY ADVANCES IN TECHNOLOGY OR CRYPTOGRAPHY THAT AFFECTS THE SECURITY OF DIGITAL ASSETS AND/OR BLOCKCHAIN NETWORKS OR PROTOCOLS, LOSS CAUSED BY ANY LEGAL, REGULATORY OR TECHNICAL CHANGES IN ANY JURISDICTION RELATING TO DIGITAL ASSETS, LOSS CAUSED BY A TECHNICAL VULNERABILITY IN ANY DIGITAL ASSET TECHNOLOGY (SUCH AS A BLOCKCHAIN NETWORK OR PROTOCOL), OR LOSS CAUSED BY YOU OR ANY THIRD PARTY, EVEN IF ANY TOAST STUDIO ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

Dispute Resolution; Agreement to Arbitrate.

Generally. This Section 9 only applies to Users located in the United States of America. You and Toast Studio agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. “Disputes” are defined as any claim, controversy, or dispute between you and us, our processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), whether based on past, present, or future events, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.

No Class Actions. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST TOAST STUDIO. If the class action waiver set forth in this Section 9.2 is found to be unenforceable by a court of competent jurisdiction or arbitrator with respect to any particular claim or request for relief, then that claim or request for relief shall be severed and decided by a court of competent jurisdiction (and not by an arbitrator), but the remaining claims shall continue to be subject to arbitration on an individual basis. If any other provision of this Section 9 is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced. In no case will there be a class or representative arbitration.

Pre-Arbitration Dispute Resolution. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or another method that provides confirmation of delivery (“Notice of Dispute”). Toast Studio’s address for Notice of Dispute is available on the Site or by contacting [email protected]. The Notice of Dispute must: (a) describe the nature and basis of the claim or dispute; (b) set forth the specific relief sought (“Demand”); and (c) include supporting documentation, if applicable. The parties will make good faith efforts to resolve the claim directly through informal negotiations for a period of sixty (60) days after the Notice of Dispute is received (“Informal Resolution Period”). During the Informal Resolution Period, the parties agree to engage in at least one telephonic or video conference to discuss the dispute in good faith, unless mutually waived in writing. If the parties do not reach a resolution within the Informal Resolution Period, either party may elect to pursue mediation before a mutually agreed mediator, with costs shared equally, provided that mediation is not required before proceeding to arbitration. If the dispute is not resolved through informal negotiation or mediation within ninety (90) days after the Notice of Dispute is received, you or Toast Studio may commence an arbitration proceeding in accordance with this Section 9.

Arbitrator. If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section 9 and the Consumer Arbitration Rules through the Procedures for the Resolution of Disputes through Document Submission (the “AAA Rules”), including Rule D-3(b), except you and Toast Studio will have the right to file early or summary dispositive motions and so long as the claim is arbitrable under the AAA Rules. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small-claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis.

Arbitration Process. The Federal Arbitration Act (9 U.S.C. §§ 1-16), including its procedural provisions, fully applies. So long as it is consistent with the AAA Rules, including Rule D-3(b), the arbitration shall occur through the submission of documents to one Arbitrator. To the extent any in-person arbitration hearing is required, the arbitration hearing will occur in San Juan, Puerto Rico; provided, however, that if circumstances prevent you from traveling to San Juan, Puerto Rico, the Arbitrator may hold an in-person hearing in your hometown or may hold a remote hearing. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as required by applicable law or regulation, or to their respective legal, tax, and financial advisors who are bound by obligations of confidentiality (and each party shall be responsible for any breach of confidentiality by its advisors), except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.

Fees. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and Toast Studio also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in San Juan, Puerto Rico.

Opt-Out. You may reject this arbitration provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice that specifies: your full legal name, the email address associated with your Account (if any), and a statement that you wish to opt out of arbitration (the “Opt-Out Notice”) within thirty (30) days after you first agree to these Terms. The Opt-Out Notice must be sent by certified mail to Toast Studio, Inc., Attention: Legal Department – Arbitration Opt-Out, 100 CARR 115, Unit 1491, Rincon, PR 00677, and a copy via email to [email protected]. This is the only way to opt out of this arbitration provision. Opting out will not affect any other aspect of these Terms or the Service, and will have no effect on any other or future agreements you may reach to arbitrate with us. Once Toast Studio receives your Opt-Out Notice, this Section 9 will be considered void as to you, and any action arising out of these Terms will be resolved as set forth in Section 11.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

Risk Disclosures and Acknowledgement. Investing, transacting, and engaging in other activities involving Digital Tokens involves risk and may not be suitable for all persons. By accessing the Service(s), you acknowledge the following risks, which is not intended to be a complete list of all risks related to engaging in Digital Token activity:

Before using the Service, you should ensure you have carried out adequate research into the risks and disadvantages of Digital Tokens and have sufficient understanding of the functionality, usage and storage of Digital Tokens. By using the Service you confirm to us that you have carried out such research and understand and accept the risks and disadvantages of Digital Tokens and using the Service.

Digital Tokens, such as virtual currencies, are not legal tender, are not backed by any government, and accounts and value balances are not subject to any deposit or securities protection or insurance program (such as the United States Federal Deposit Insurance Corporation or Securities Investor Protection Corporation Protection).

Legislative and regulatory changes or actions at the United States State, Federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Tokens.

Transactions in Digital Tokens may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.

Some Digital Token transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiate a transaction.

The value of Digital Tokens may be derived from the continued willingness of market participants to exchange fiat currency for Digital Tokens, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear.

There is no assurance that a person who accepts a particular Digital Token as payment today will continue to do so in the future.

The volatility and unpredictability of the price of Digital Tokens relative to fiat currency may result in significant loss over a short period of time.

The nature of Digital Tokens may lead to an increased risk of fraud or cyber attack.

The nature of Digital Tokens means that any technological difficulties we experience may prevent the access or use of your Digital Tokens.

We make no warranties, representations, guarantees or equivalent (whether express or implied) as to the value, utility or legal status of any Digital Token.

Smart contracts, including the $VIBESTR Strategy™ protocol and any third-party smart contracts with which you interact, are autonomous code deployed on blockchain networks that may contain bugs, vulnerabilities, or exploits. Such risks include, but are not limited to: (a) reentrancy attacks; (b) integer overflow or underflow errors; (c) oracle manipulation or failure; (d) access control vulnerabilities; (e) front-running or maximal extractable value (MEV) exploitation by miners or validators; (f) flash loan attacks; (g) bridge or cross-chain protocol failures; (h) layer-2 solution failures or sequencer downtime; and (i) unknown or zero-day vulnerabilities. Toast Studio has not audited, and makes no representations regarding the security of, any third-party smart contracts, including the Strategy™ protocol developed by TokenWorks. You acknowledge that you interact with smart contracts entirely at your own risk.

Miscellaneous.

General Terms. These Terms, including any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Toast Studio regarding your use of the Service. You cannot assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Governing Law. These Terms are governed by the laws of the Commonwealth of Puerto Rico without regard to conflict of law principles. You and Toast Studio submit to the personal and exclusive jurisdiction of the state courts and federal courts located in San Juan, Puerto Rico for resolution of any lawsuit or court proceeding permitted under these Terms.

Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries must be sent to Toast Studio, Inc., Attn: Legal Department, and a copy via email to [email protected]. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

Confidentiality. The Services and its related information are confidential information of Toast Studio. You will not disclose, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information relating to the Services to any third party without the prior written approval of Toast Studio, which may be withheld in Toast Studio’s sole discretion, except that these restrictions shall not apply to any information which is: (a) in the public domain other than by a breach of these Terms by you; (b) rightfully received from a third party without any obligation of confidentiality; (c) independently developed by you without use of or reference to the Confidential Information, as demonstrated by documented evidence; or (d) generally made available to third parties by Toast Studio without restriction on disclosure. You will immediately notify, and cooperate fully with Toast Studio in the event you discover or suspect any unauthorized use of or access to the Services and/or confidential information.

International Use. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited. The Site is hosted in the United States. If you are accessing this Site from outside the United States, you may be subjecting yourself to United States law, which may differ from your local laws, including laws that govern personal data collection, use, and disclosure. In your use of this Site or Service, you may transfer certain personal information to the United States. To the extent permitted by applicable law, your use of the Site or Service shall constitute your consent to the transfer of personal information to the United States and the applicability of United States law. Please see our Privacy Policy for additional information available at https://goodvibesclub.io/privacy.

Notice Regarding Apple. This Section 11.6 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Toast Studio only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

Notice Regarding Google. This Section 11.7 only applies to the extent you are using our mobile application on an Android device obtained from Google Play Store. You acknowledge that these Terms are between you and Toast Studio only, not with Google LLC or its affiliates (“Google”), and Google is not responsible for the Service or the content of it. Google has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Google, and Google will refund any applicable purchase price for the mobile application to you (if any). To the maximum extent permitted by applicable law, Google has no other warranty obligation with respect to the Service. Google is not responsible for addressing any claims by you or any third party relating to the Service or your possession or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Google is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service, including the Google Play Terms of Service. Google and Google’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Google will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation: (a) mechanical, electronic, or communications failure or degradation; (b) acts of God, natural disasters, epidemics, or pandemics; (c) war, terrorism, civil unrest, or government action; (d) labor disputes or shortages; (e) third-party service provider failures; (f) blockchain network congestion, failures, or protocol disruptions; (g) hard forks, soft forks, or other changes to blockchain protocols; (h) smart contract bugs, vulnerabilities, or exploits (including 51% attacks, reentrancy attacks, oracle manipulation, or maximal extractable value (MEV) exploitation); (i) failures of bridges, cross-chain protocols, or layer-2 solutions; (j) regulatory actions affecting blockchain networks or Digital Tokens; or (k) any other event beyond our reasonable control affecting the availability or operation of the Service or underlying blockchain infrastructure.

Translated Versions. This Agreement is written in English. Any translated version hereof is provided solely for your convenience. To the extent any translated version of this Agreement conflicts with the English version, the English version governs.

SCHEDULE 1: SPECIFIC SERVICES AND ADDITIONAL TERMS

The following services (the “Additional Services”) may be made available to Users of the Service that fulfill certain eligibility criteria and that choose to use an Additional Service. In addition to the provisions of the General Terms, the terms applicable to each of the Additional Services (the “Additional Terms”) apply to your use of such Additional Services.

Capitalized terms used in these Additional Terms and not otherwise defined have the meanings given to them in the General Terms. If any provision of these Additional Terms conflicts with the General Terms, then the provision in the Additional Terms governs. If you do not use a particular Additional Service, then the corresponding Additional Terms to such Additional Service do not apply to you.

As of the last revision date of the General Terms, Toast Studio has the following Additional Services available to Users:

Badge System Terms: Please see Schedule 1-A below.

Rewards Pool Program Terms: Please see Schedule 1-B below.

SCHEDULE 1-A: BADGE SYSTEM ADDITIONAL TERMS

1. Overview of the Badge System.

The Good Vibes Club Badge System (the “Badge System”) is a cosmetic, off-chain feature of the Service that permits Users to display visual profile elements (each, a “Badge” and collectively, “Badges”) on the Site based on their Digital Token and NFT holdings and their participation in the GVC ecosystem.

The Badge System is an Additional Service subject to these Badge System Additional Terms (the “Badge Terms”) and the General Terms. Badges have no monetary value and do not constitute property, assets, securities, or any form of investment product. Capitalized terms used but not defined in these Badge Terms shall have the meanings ascribed to them in the General Terms.

Nature of Badges.

Cosmetic Display Only. Badges are purely visual, cosmetic profile features displayed on the Site. They serve solely to personalize the User experience and to reflect a User’s participation in the GVC ecosystem. Badges are not Digital Tokens, are not recorded on any blockchain, and exist solely within the Service.

No Ownership Rights. You acknowledge and agree that Badges do not convey: (a) ownership rights, property interests, or any right, title, or interest in any tangible or intangible asset; (b) equity, profit share, revenue participation, or any other economic interest in Toast Studio or any affiliated entity; (c) intellectual property rights of any kind in the GVC IP (as defined in Section 2.5.1 of the General Terms), GVC NFT Art, GVC artwork, characters, or brand elements; (d) governance rights, voting power, or decision-making authority of any kind; (d) contractual rights to any specific outcomes, benefits, or entitlements; or (e) any form of monetary value, whether present or future.

Non-Transferable. Badges cannot be sold, transferred, assigned, pledged, hypothecated, or conveyed to any other party. Badges are tied to a User’s connected Digital Wallet address and participation history within the Service and have no existence independent of the Service. Any purported transfer of a Badge shall be null and void.

Badge Eligibility.

Eligibility Criteria. Badges may be displayed on a User’s profile based on various factors determined by Toast Studio in its sole and absolute discretion, including but not limited to: (a) holding specific Good Vibes Club NFTs with particular traits, characteristics, or combinations thereof in the User’s connected Digital Wallet; (b) holding specified amounts of $VIBESTR tokens (as described in Section 4.1 of the General Terms) in the User’s connected Digital Wallet; (c) participating in community events or activities designated by Toast Studio; (d) achieving specific milestones within the GVC ecosystem; or (e) such other criteria as Toast Studio may establish from time to time in its sole discretion.

Dynamic Eligibility. Badge eligibility is determined dynamically based on real-time or snapshot-based reads of a User’s connected Digital Wallet. If a User sells, transfers, or no longer holds the Digital Tokens or NFTs associated with a particular Badge in their connected Digital Wallet, that Badge may no longer be displayed on their profile. Toast Studio shall have no liability for any change in Badge eligibility resulting from a User’s Digital Token or NFT transactions.

Badge Categories and Classifications.

NFT-Based Badge Tiers. Toast Studio has organized NFT-based Badges into curated categories based on design intent, narrative importance, and artistic hierarchy (each, a “Badge Tier”). As of the last revision date of these Badge Terms, the Badge Tiers are as follows:

Common Badges (100 points each, 1.0x multiplier): Base participation, common traits, narrative, and milestone Badges;

Rare Badges (125 points each, 1.15x multiplier): Iconic traits, notable design moments, and higher milestone Badges;

Legendary Badges (250 points each, 1.3x multiplier): Iconic traits and high-significance milestone Badges;

Cosmic Badges (500 points each, 1.5x multiplier): Top-of-hierarchy, hand-selected, iconic Badges.

Token-Based Badge Tiers. Holdings of $VIBESTR tokens in a User’s connected Digital Wallet may qualify such User for token tier Badges (each, a “Token Tier Badge”) that serve as multipliers when calculating eligibility weighting for certain discretionary Rewards Pool programs described in Schedule 1-B (Rewards Pool Program Terms). Only the highest Token Tier Badge held by a User shall apply. As of the last revision date of these Badge Terms, the Token Tier Badges are as follows:

Tier

Tokens Required

Multiplier

Blue

69,000

1.15x

Pink

250,000

1.20x

Purple

500,000

1.25x

Bronze

1,000,000

1.30x

Silver

2,500,000

1.35x

Gold

4,200,000

1.40x

Diamond

6,900,000

1.45x

Cosmic

10,000,000

1.50x

Citizen Points. In addition to points contributed by Badges, each Good Vibes Club NFT held in a User’s connected Digital Wallet at the time of any applicable snapshot contributes fifty (50) base points (“Citizen Points”) toward such User’s aggregate base point total. Citizen Points are tracked dynamically based on the number of Good Vibes Club NFTs held in the User’s connected Digital Wallet and are subject to change as the User’s holdings change.

Residency Multiplier. A User’s continuous tenure of Good Vibes Club NFT ownership, calculated server-side based on on-chain transfer history of the User’s connected Digital Wallet(s) (including wallets linked or delegated to the User’s Account), may qualify such User for a tenure-based multiplier (the “Residency Multiplier”) that serves as an additional weighting factor in calculating eligibility for certain discretionary Rewards Pool programs described in Schedule 1-B. As of the last revision date of these Badge Terms, the Residency Multiplier tiers are as follows:

Tier

Continuous Tenure

Multiplier

Newcomer

0–2 months

1.00x

Resident

3–5 months

1.20x

Local

6–11 months

1.40x

Vibetown OG

12–17 months

1.70x

Vibetown Legend

18+ months

2.00x

Specialty Badges. In addition to the Badge Tiers described in Section 4.1 of these Badge Terms, Toast Studio may, from time to time and in its sole discretion, issue specialty Badges (each, a “Specialty Badge”) to commemorate specific events, milestones, or participation in community programs. Specialty Badges each contribute fifty (50) points to the User’s aggregate base point total but do not contribute to any multiplier under Section 4.1 of these Badge Terms. Specialty Badges are not included in any count of total Badges or Badge categories for purposes of completion-based Badges or related milestones.

Stoke Level. Toast Studio may display, for informational purposes, a unified score representing a User’s aggregate participation in the Good Vibes Club ecosystem (the “Stoke Level”). The Stoke Level is calculated by multiplying a User’s aggregate base points (the sum of Citizen Points, Badge points, and Specialty Badge points) by the User’s highest applicable Badge Tier multiplier under Section 4.1, the User’s applicable Token Tier Badge multiplier under Section 4.2 (if any), and the User’s applicable Residency Multiplier under Section 4.3 (if any). The Stoke Level is for display and reference purposes only and does not constitute, guarantee, or entitle any User to any reward, distribution, or other benefit. The components of the Stoke Level (including base point values, Badge Tier multipliers, Token Tier Badge multipliers, and the Residency Multiplier tiers) may be modified by Toast Studio in its sole discretion in accordance with Section 6 of these Badge Terms.

No Guarantee of Value. The weights, multipliers, Badge Tiers, and categorizations set forth in this Section 4 are for illustrative purposes only in connection with certain discretionary Rewards Pool programs described in Schedule 1-B. These classifications are subject to change in accordance with Section 6 below and do not represent or guarantee any financial value, return on investment, or future benefit. Toast Studio reserves the right to modify Badge Tiers and associated weights between Rewards Pool events.

Relationship to Rewards Pool.

Eligibility, No Entitlement. Holding one or more Badges may make a User eligible to submit claims when Rewards Pool events are made available by Toast Studio in accordance with the Rewards Pool Program Terms set forth in Schedule 1-B. Badges function strictly as an eligibility credential for claim-based events, not as a promise, guarantee, or entitlement to any reward, benefit, or outcome. Without limiting the foregoing, Badges do not: (a) guarantee that any claims will be made available; (b) guarantee any specific reward or amount will be allocated or distributed; (c) create any contractual obligation on the part of Toast Studio or any Toast Studio Entity to conduct Rewards Pool events; (d) convey any ownership interest in, or legal claim to, any assets in the Rewards Pool; or (e) entitle the User to any particular outcome or benefit.

No Promise of Future Rewards. Toast Studio makes no representation, warranty, covenant, or promise, express or implied, that: (a) any Rewards Pool events will be conducted in the future; (b) any particular Badge or Badge Tier will qualify for any specific reward or claim opportunity; (c) the Badge System will continue to be used in connection with any Rewards Pool program or any other feature of the Service; or (d) the structure, weighting, eligibility criteria, or any other aspect of the Badge System will remain unchanged.

Toast Studio’s Rights and Discretion.

Modification Rights. Without limiting the modification rights set forth in Section 5 of the General Terms, Toast Studio reserves the right, in its sole and absolute discretion and without liability to you or any third party, to: (a) modify, add, remove, reclassify, or retire Badges or Badge Tiers at any time; (b) change Badge eligibility criteria, weights, multipliers, or categories; (c) alter the visual appearance, display, or functionality of Badges; (d) discontinue the Badge System entirely, temporarily or permanently; or (e) implement new Badge-related features, programs, or requirements.

No Notice Required. Subject to the notice provisions set forth in Section 5.1 of the General Terms (to the extent applicable), Toast Studio may exercise any of the rights set forth in Section 6.1 of these Badge Terms without advance notice to Users, except as may be required by applicable law.

DISCLAIMER OF WARRANTIES.

NO WARRANTIES. WITHOUT LIMITING THE DISCLAIMERS SET FORTH IN SECTION 8 OF THE GENERAL TERMS, TOAST STUDIO AND ALL TOAST STUDIO ENTITIES MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING BADGES OR THE BADGE SYSTEM, INCLUDING BUT NOT LIMITED TO: THE ACCURACY, RELIABILITY, OR COMPLETENESS OF BADGE DISPLAYS; THE CONTINUED AVAILABILITY, OPERATION, OR MAINTENANCE OF THE BADGE SYSTEM; THE CORRELATION BETWEEN BADGES AND ANY FUTURE BENEFITS, REWARDS, OR OUTCOMES; THE TECHNICAL FUNCTIONALITY, SECURITY, OR PERFORMANCE OF THE BADGE SYSTEM; OR ANY OTHER ASPECT OF BADGES OR THEIR OPERATION.

AS-IS BASIS. BADGES AND THE BADGE SYSTEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOUR USE OF THE BADGE SYSTEM IS ENTIRELY AT YOUR OWN RISK. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 8.2 OF THE GENERAL TERMS SHALL APPLY TO ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE BADGE SYSTEM OR BADGES.

SCHEDULE 1-B: REWARDS POOL PROGRAM ADDITIONAL TERMS

Program Overview.

General Description. The Good Vibes Club Rewards Pool Program (the “Program”) is a discretionary, gratitude-based initiative operated by Toast Studio, designed to recognize and engage loyal collectors within the GVC ecosystem. The Program is an Additional Service subject to these Rewards Pool Program Additional Terms (the “Rewards Pool Terms”) and the General Terms. The availability, timing, structure, and nature of any claim opportunity may vary and is subject to Toast Studio’s complete discretion. Capitalized terms used but not defined in these Rewards Pool Terms shall have the meanings ascribed to them in the General Terms or the Badge System Additional Terms set forth in Schedule 1-A, as applicable.

Rewards Pool. Toast Studio maintains a wallet address (vibestrategy.eth) that may contain various digital assets, including NFTs and tokens (the “Rewards Pool”). The Rewards Pool is funded by: (a) a portion of transaction taxes from the third-party deployed $VIBESTR token protocol (see Section 4 below); (b) GVC NFTs acquired through the third-party autonomous NFT liquidity mechanism; (c) other digital assets acquired by Toast Studio; and (d) such other sources as Toast Studio may determine in its sole discretion.

Claim-Based Access. All access to the Rewards Pool is claim-based, not automatic. Claims may only be submitted when Toast Studio, in its sole and absolute discretion, makes a Rewards Pool event available (each, a “Rewards Pool Event”).

Phases. The Program may be conducted in multiple phases, each with different mechanics, asset types, and structures. Toast Studio reserves the right to modify, reorder, combine, skip, or discontinue any phase at any time in its sole discretion.

Eligibility Requirements.

GVC NFT Ownership Required. To be eligible to submit a claim in any Rewards Pool Event, a User must hold at least one Good Vibes Club NFT in their connected Digital Wallet at the time of the applicable snapshot. Users who hold only $VIBESTR tokens or other Digital Tokens without holding at least one Good Vibes Club NFT are not eligible.

Unlisted Requirement. At the time of any snapshot taken for a Rewards Pool Event, the User’s GVC NFT(s) must not be listed for sale on any secondary marketplace (including, without limitation, OpenSea, Magic Eden, or any other platform).

Badge Holdings. Certain Rewards Pool Events may require Users to hold one or more Badges (as defined in the Badge System Additional Terms set forth in Schedule 1-A) as determined by Toast Studio in its sole discretion.

Discretionary Qualification. Meeting the eligibility requirements set forth in this Section 2 does not guarantee participation in any Rewards Pool Event or receipt of any reward. Toast Studio reserves the right, in its sole and absolute discretion, to impose additional eligibility criteria or restrictions at any time and without prior notice.

Third-Party $VIBESTR Token Protocol.

Third-Party Deployment. The $VIBESTR token operates on a smart contract system known as the Strategy™ protocol, which was developed and deployed by TokenWorks (a third-party entity unaffiliated with Toast Studio). Toast Studio did not create, develop, or deploy the $VIBESTR smart contracts.

Toast Studio Adoption. Toast Studio subsequently adopted $VIBESTR as the ecosystem token used within the Good Vibes Club collector experience, analogous to integrating an external protocol standard.

Protocol-Level Tax Mechanism. The Strategy™ smart contracts include a 10% transaction tax on all $VIBESTR trades, which is enforced autonomously by the smart contract code. As of the last revision date of these Rewards Pool Terms, this tax is allocated as follows:

Tax %

Allocated To

Purpose

1%

Rewards Wallet (vibestrategy.eth)

Funds the Rewards Pool

8%

Autonomous NFT Liquidity Mechanism

Used to automatically purchase and relist GVC NFTs

1%

$PNKSTR Buy-and-Burn

Market purchases and burns the parent token

No Toast Studio Control. The mechanisms described in Section 3.3 operate at the smart-contract level and are not within Toast Studio’s discretionary control. Toast Studio cannot modify the tax rate, allocation percentages, or autonomous NFT purchasing logic. Toast Studio makes no representation or warranty regarding the continued operation, security, or functionality of the Strategy™ protocol or any third-party smart contract.

Rewards Pool Funding. Assets that accumulate in the Rewards Wallet through the 1% protocol allocation described in Section 3.3(a) may be used by Toast Studio in claim-based Rewards Pool Events as a discretionary expression of appreciation for collectors. However, no User has any legal claim, entitlement, or ownership interest in these assets, and Toast Studio has no obligation to use such assets for any particular purpose.

Disclaimers; No Guarantees.

Discretionary Nature. All aspects of the Program are entirely discretionary. Without limiting the disclaimers set forth in Section 8 of the General Terms, Toast Studio reserves the right, in its sole and absolute discretion and without liability to you or any third party, to: (a) modify, suspend, or discontinue the Program at any time, temporarily or permanently; (b) change eligibility criteria, weighting formulas, or mechanics; (c) decide whether, when, and how to conduct any Rewards Pool Event; (d) allocate or not allocate any assets from the Rewards Pool; (e) use Rewards Pool assets for other purposes, including operational expenses, marketing, or returning assets to the protocol; or (f) take any other action with respect to the Program or Rewards Pool.

No Obligation to Continue. Toast Studio has no obligation to conduct any future Rewards Pool Events or to continue the Program in any form. The conduct of any Rewards Pool Event shall not be construed as creating any obligation or commitment to conduct any subsequent Rewards Pool Event.

Limitation of Liability. The limitations of liability set forth in Section 8.2 of the General Terms shall apply to any and all claims arising out of or relating to the Program or any Rewards Pool Event.

User Acknowledgments.

By participating in any Rewards Pool Event, you acknowledge, represent, and agree as follows:

The Rewards Pool is owned and controlled exclusively by Toast Studio, and you have no ownership interest in, or entitlement to, any assets held therein, whether or not you are eligible to submit a claim in connection with a Rewards Pool Event;

All Rewards Pool Events, including the timing, structure, eligibility criteria, and allocation of any rewards, are subject to Toast Studio’s sole discretion, and Toast Studio has no obligation to conduct any Rewards Pool Event or to allocate any assets from the Rewards Pool;

The Program is designed as a community engagement and appreciation initiative and is not intended to provide, and should not be expected to provide, any financial return, profit, or economic benefit;

The Program is discretionary in nature and does not constitute an offer or sale of securities, an investment product, a profit-sharing arrangement, or a financial instrument of any kind. You acknowledge that participation in the Program should not be undertaken with any expectation of profit, financial return, or economic benefit, and that Toast Studio has not made any representations regarding the potential for financial return from participation in the Program;

Toast Studio reserves the right to modify, suspend, or discontinue the Program at any time, subject to the notice provisions set forth in Section 5.1 of the General Terms to the extent applicable;

The Program does not create any contractual obligations on the part of Toast Studio or any Toast Studio Entity beyond those expressly set forth in these Rewards Pool Terms and the General Terms; provided, however, that nothing in this Section shall be construed as a waiver of any rights or remedies that cannot be waived as a matter of applicable law.