Terms of Service

Preamble

These Terms of Service (these "Terms") set forth the terms and conditions that apply between ATH Labs Ltd., a free-zone company registered in the Abu Dhabi Global Market ("ADGM"), with its registered office at Office 3602, Floor 36, Sky Tower, Shams Abu Dhabi, Al Reem Island, Abu Dhabi, UAE (the "Company"), and the users (each, a "User") of the RWA (Real World Asset) trading card platform "DeadStock" (the "Service") operated by the Company on its website (https://deadstock.gg/; the "Website"). The Service becomes available to Users who have completed account registration and activated their account using an Invite Code designated by the Company. The Service includes the purchase of Packs sold by the Company (Pack Purchase), the acquisition of Digital Twins corresponding to the Cards contained in such Packs, the peer-to-peer marketplace for Digital Twins (Marketplace), the storage and fulfilment of physical Cards through a third-party vaulting provider arranged by the Company (Vaulting and Fulfilment Services), the buyback of Cards by the Company (Buyback), the exchange of Digital Twins for physical Cards (Redemption), and other functions (collectively, the "Service Functions"). The handling of personal information in connection with the use of the Service is governed by the Company's Privacy Policy (https://deadstock.gg/privacy-policy; the "Privacy Policy"). A User shall be deemed to have expressly agreed to all provisions of these Terms by clicking the consent button displayed on the registration screen of the Website. Users who do not agree to these Terms may not use the Service. These Terms have been prepared in English as the original. Where a Japanese-language version or any other language version is also made available, the English version shall prevail in the event of any inconsistency in interpretation between the language versions.

01

Scope of Application; Acceptance of Terms

01

These Terms apply to all relationships between the Company and the User in connection with the Service.

02

Where the Company establishes any individual rules, guidelines, policies, Pack sales conditions, Official Rules of Promotions, or other provisions relating to the Service (collectively, the "Individual Rules"), such Individual Rules shall constitute a part of these Terms. In the event of any inconsistency between these Terms and the Individual Rules, the Individual Rules shall prevail to the extent of such inconsistency.

03

The Privacy Policy is a separate document from these Terms. The handling of personal information in connection with the Service shall be governed by the Privacy Policy.

04

Upon a User's acceptance of these Terms, these Terms shall constitute a legally binding contract between the Company and the User. Such acceptance by electronic means shall have the same legal effect as a written acceptance pursuant to the ADGM Electronic Transactions Regulations 2021.

05

Where a User accepts these Terms as an agent of another person, the User represents and warrants that it has the authority to legally bind such other person to these Terms.

06

The Company may retain electronic records of the User's acceptance (including the date and time of acceptance, IP address, and the version of these Terms accepted) in accordance with applicable law and the Company's data retention policy.

02

Definitions

In these Terms, the following terms shall have the meanings set forth below:

01

Service

means the RWA trading card platform known as "DeadStock" as defined in the Preamble.

02

Company

means ATH Labs Ltd. as defined in the Preamble.

03

User

means an individual who has agreed to these Terms and registered to use the Service.

04

Account

means the account that a User registers on the Website to use the Service.

05

Wallet

means the non-custodial digital wallet generated for the User through third-party wallet infrastructure integrated into the Service upon Account registration and linked to the User, enabling the storage and transaction of cryptoassets and Digital Twins.

06

Invite Code

means a unique identifier issued by the Company to activate access to the Service.

07

Pack

means a product sold by the Company on the Service, which contains randomly selected Cards.

08

Card

means a physical trading card contained in a Pack.

09

Digital Twin

means a non-fungible token (NFT) on a blockchain that corresponds to a Card and represents ownership of such Card.

10

Vaulting and Fulfilment Services

means the service whereby physical Cards acquired by Users are received, stored, and managed by a third-party vaulting provider arranged by the Company, and delivered to Users upon Redemption.

11

Buyback

means the act whereby the Company repurchases a Card or Digital Twin from a User at a price determined by the Company.

12

Redemption

means the procedure whereby a User requests the Company to deliver the physical Card corresponding to a Digital Twin held by such User, the Company delivers such Card to the User, and the corresponding Digital Twin is burned.

13

Fair Market Value / FMV

means the fair market value of a Card or Digital Twin, calculated in accordance with criteria determined by the Company.

14

Privacy Policy

means the Privacy Policy as defined in the Preamble.

15

Marketplace

means the peer-to-peer feature described in Article 8A through which a User may list a Digital Twin for sale to other Users.

16

Listing

means a fixed-price offer to sell a Digital Twin posted by a User on the Marketplace.

03

Eligibility Requirements

The User represents and warrants that, at the time of registration and throughout the period of use of the Service, the User satisfies all of the following requirements:

01

The User is at least 18 years of age.

02

The User has the legal capacity (capacity to contract) to validly enter into and perform these Terms.

03

The User's registration and use of the Service does not violate any laws applicable to the User (including the laws of the User's country of habitual residence).

04

The User is not an individual or entity subject to economic or trade sanctions imposed by the U.S. Office of Foreign Assets Control (OFAC), the United Nations, the European Union, His Majesty's Treasury (United Kingdom), UAE authorities, or any other governmental authority, and is not a resident of any country or region subject to such sanctions.

05

The User has not previously been subject to deregistration, suspension of use, or any similar measure by the Company for breach of these Terms or any other rules established by the Company.

06

The Company reserves the right to restrict the use of all or part of the Service for Users residing in specific regions, countries, or jurisdictions, or for Users with specific attributes, based on compliance with applicable law, prevention of misuse, geopolitical risks, or other legitimate business reasons. Without limiting the foregoing, the Service is not available to persons located in, or residents of, Cuba, Iran, North Korea, Syria, Russia, or Venezuela, or any other jurisdiction subject to comprehensive sanctions. The Company may update this list at any time and applies technical measures (including geographic access controls) to enforce it.

04

Account Registration; Wallet Generation

01

To use the Service, the User must complete the prescribed registration procedure on the Website (including registration of an email address and authentication via a third-party authentication service designated by the Company, such as a Google Account).

02

Upon completion of the Account registration procedure, a Wallet linked to the User shall be generated for the User through the third-party wallet infrastructure integrated into the Service.

03

The functions of the Wallet (including the storage and transaction of cryptoassets and Digital Twins, deposits and withdrawals, Pack Purchase, Redemption, receipt of Buyback proceeds, acquisition and use of Points, and all other functions of the Service) shall not be available to the User until the User activates the Invite Code by the method designated by the Company. Until the Invite Code is activated, the User may only browse the Website, and may not use any other functions, including the Wallet.

04

The User represents and warrants that all information provided to the Company at the time of registration and thereafter (including email address, name, address, and any other information requested by the Company) is true, accurate, and current, and undertakes to update such information promptly upon any change.

05

The User shall be solely responsible for the strict management of the User's registration information, authentication credentials (including passwords and account information for third-party authentication services), and Wallet-related information, and shall not disclose, transfer, lend, or share such information with any third party.

06

The Company shall not be liable for any damage arising from leakage, unauthorized use, theft, or other unauthorized access to the User's registration information, authentication credentials, or Wallet-related information, except where such damage is caused by the Company's willful misconduct or gross negligence.

07

The Company has the right to take technical and other necessary measures to prevent unauthorized acquisition of multiple Accounts, Sybil attacks, and other misuse. The Company is not obligated to disclose the details of such measures.

08

Where the Company reasonably determines that a User has breached this Article or any other provision of these Terms, the Company may, without prior notice, suspend the User's Account, invalidate the Invite Code, deregister the User, or take other measures.

09

Wallet infrastructure; access and recovery

The Wallet is generated and operated through third-party wallet infrastructure integrated into the Service. The signing of transactions is controlled by the User's registered authentication method; neither the Company nor its service providers can initiate transactions from, block, or move the assets in, the User's Wallet. Access to the Wallet is available only through the Service: if the Service or the Company's wallet-infrastructure arrangements are suspended or terminated, the User may be temporarily or permanently unable to access the Wallet, and no user-independent recovery path currently exists. The Company is implementing additional recovery measures as a roadmap item. In the event of the Company's insolvency, Article 25 (Procedures for Return of Physical Assets) applies to the physical Cards corresponding to the User's Digital Twins.

05

Invite Code and Account Activation

01

Issuance

Invite Codes are issued at the sole discretion of the Company. Whether to issue Invite Codes, the timing of issuance, the number of Invite Codes issued, the criteria for selecting recipients, the validity period, and other conditions shall be determined at the sole discretion of the Company.

02

Distribution

Invite Codes are, in principle, distributed directly by the Company to Users. In some cases, a User may distribute multiple Invite Codes obtained by such User to other persons.

03

No Right to Acquire

The User has no right to demand the issuance of an Invite Code from the Company, and has no definitive right or expectation to acquire an Invite Code.

04

Activation

A User who has obtained an Invite Code may activate the Account by linking the Invite Code to the Account in accordance with the prescribed procedure on the Website. Upon activation of the Account, the Service Functions, including the Wallet, become available.

05

Sharing with Third Parties

A User may, at its discretion, share an Invite Code obtained from the Company with acquaintances, friends, social media followers, or other third parties for the purpose of sharing the opportunity to participate in the Service. However, the User shall not engage in any of the following acts:

Transferring an Invite Code to a third party in exchange for consideration (including money, cryptoassets, points, or other economic benefit), or providing an Invite Code to a third party for the purpose of obtaining such consideration;

Acquiring or distributing Invite Codes through bots, scripts, automated tools, multiple Accounts, or other unauthorized means;

Distributing Invite Codes with fraudulent, misleading, or false representations;

Forging or altering Invite Codes, or issuing Invite Codes by any means other than as designated by the Company; or

Otherwise handling Invite Codes in any manner that violates applicable law or that the Company reasonably determines to be inappropriate.

06

Cancellation; Invalidation

The Company may, without prior notice, cancel and invalidate an Invite Code where (i) the validity period of the Invite Code has expired, (ii) the Company reasonably determines that the User has breached, or is likely to breach, the preceding paragraph, (iii) the Company reasonably determines that the Invite Code has been acquired or distributed by unauthorized means, or (iv) the Company otherwise deems it necessary and reasonable.

07

The Company shall not be liable for any damage incurred by a User as a result of the cancellation, invalidation, or expiration of an Invite Code (including damage arising from the User's inability to use the Service), except where such damage is caused by the Company's willful misconduct or gross negligence.

06

Overview of the Service

01

The Service is an RWA trading card platform that provides functions including the purchase of Packs issued by the Company, the acquisition of Digital Twins obtained by opening Packs, the peer-to-peer Marketplace for Digital Twins (Article 8A), the storage and fulfilment of physical Cards corresponding to Digital Twins through a third-party vaulting provider (Vaulting and Fulfilment Services), Buyback, Redemption, and Points/Login Bonus.

02

In the Service, ownership of a Card is represented by holding the corresponding Digital Twin on the blockchain. Transfers of Digital Twins between Wallets are effected by transactions on the blockchain network designated by the Company.

03

The Company is not the operator of any blockchain network or Wallet. The Company is not an agent or intermediary of the User. The Wallet function of the Company relies on the infrastructure provided by a third-party Wallet service provider (the "Wallet Provider"), which manages the User's Wallet in a secure environment. The Company does not store, have access to, or control the User's private keys, passwords, Wallet, or other confidential information. Transactions on the Service are processed on the blockchain and executed in accordance with the mechanisms provided by the Wallet Provider. Wallet addresses, transaction information, and other information may be made publicly available on the blockchain.

04

The Company may, at its sole discretion, modify, add, suspend, or terminate the content, functions, scope, or technical specifications of the Service from time to time.

07

Pack Purchase

01

A User may purchase Packs sold by the Company on the Service. The price, sales conditions, payment methods, available currencies, and other transaction conditions of Packs shall be displayed on the Website.

02

Upon a User's purchase of a Pack, a sales contract for the Pack is concluded between the Company and the User. Such contract shall be performed upon completion of the transaction on the blockchain.

03

The User shall pay the price, fees, taxes, and blockchain transaction fees (such as gas fees) displayed on the Website at the time of Pack purchase. The Company does not control transaction fees on the blockchain network and has no authority over costs related thereto.

04

The type of Card obtained by opening a Pack shall be determined randomly in accordance with the probabilities and random number generation method established by the Company. The User is not guaranteed to obtain any specific Card.

05

All Pack purchases are final, and no cancellation, refund, or exchange shall be permitted after purchase. This shall not apply where such purchase is caused by the Company's willful misconduct or gross negligence, or where a refund or similar remedy is required by applicable mandatory law.

06

The User shall, at its own responsibility, determine and pay all taxes (including sales tax, value-added tax, and other taxes; the "Taxes") imposed in connection with the purchase of Packs and related transactions. The Company is not obligated to determine, collect, or remit Taxes on behalf of the User.

08

Buyback

01

After a User purchases a Pack and obtains a Card or Digital Twin, the Company may, within a period determined at its sole discretion, offer the opportunity to repurchase such Card or Digital Twin at a price determined by the Company.

02

The Buyback price shall be calculated in good faith by the Company based on the Fair Market Value (FMV) of the Card or Digital Twin, taking into account market trends, the characteristics of the Card, the Company's operational status, and other reasonable factors, and such price shall be final and non-negotiable for the relevant Buyback transaction.

03

The Company is not obligated to disclose to Users the calculation method, criteria, algorithm, weighting of factors, or any other details of the FMV calculation.

04

The Company may, at its sole discretion, modify, suspend, or terminate the availability, scope, price, period, or other conditions of Buyback opportunities from time to time. However, the Company shall not treat any specific User unfavorably without reasonable cause.

05

The User acknowledges that the use of Buyback is not a definitive right but an opportunity provided at the sole discretion of the Company.

8A

Peer-to-Peer Marketplace

01

Feature

The Service includes a feature (the "Marketplace") that allows a User to list a Digital Twin held in the User's Wallet for sale to other Users at a fixed price set by the listing User (a "Listing").

02

Fixed price only

The Marketplace supports fixed-price Listings only. The Marketplace does not operate an order book, matching engine, auction, bidding, or price discovery mechanism, and the Company does not execute transactions on behalf of Users. Each Digital Twin may have at most one active Listing at any time.

03

Company's role

The Company is not a party to, and is not a counterparty in, any Marketplace transaction. Transfers of Digital Twins and the corresponding payment settle directly between User Wallets on-chain. The Company does not take custody of Users' funds or assets in connection with Marketplace transactions.

04

Settlement mechanics; revocable approvals

To enable settlement, a User grants a revocable on-chain approval to the Company's settlement conduit, permitting the transfer of a listed Digital Twin (and, for a purchasing User, the corresponding payment) solely for the purpose of settling an order that the User has itself signed. The User may revoke this approval at any time; the Company cannot move a User's assets other than to settle an order signed by that User. Settlement of a Marketplace transaction additionally requires a short-lived technical co-signature by the Company's automated settlement service, which performs order validation and eligibility checks. The Company may withhold or suspend such co-signature, or pause the Marketplace in whole or in part, where required for legal or sanctions compliance, security, incident response, or the integrity of the Service. Suspension of the settlement service halts trading only and does not affect the assets in Users' Wallets.

05

Fees

Use of the Marketplace is currently provided without a software usage fee. The Company may introduce or modify such a fee prospectively, at the rate (if any) displayed within the Service at the time of Listing or purchase, in accordance with Article 27; the fee applicable to a transaction is the fee displayed when that transaction is submitted.

06

Relationship to Buyback

Buyback (Article 8) is a separate, time-limited offer made by the Company and is not part of the Marketplace. Nothing in these Terms obliges the Company to make, renew, or match any offer for a Digital Twin listed on the Marketplace.

07

Eligible items

Only Digital Twins corresponding to vaulted, individually graded physical Cards (one-of-one) may be listed. The Company may exclude items from Marketplace eligibility.

08

User responsibility

The listing User is solely responsible for the pricing of a Listing. The Company makes no representation that any Listing will result in a sale, and no representation as to the value of any Card or Digital Twin. On-chain settlement is final; Users are responsible for any taxes arising from their Marketplace transactions.

09

Vaulting and Fulfilment Services

01

The Company arranges for the safe storage and management of Cards acquired by Users at a third-party vaulting provider designated by the Company (the "Vaulting Provider"). Vaulting and Fulfilment Services comprise the receipt, storage, management, and delivery of Cards to Users upon Redemption, performed by or through the Vaulting Provider under arrangements made by the Company. The physical Cards are held by the Vaulting Provider; the Company does not itself take physical custody of the Cards.

02

Service Fee

The fees relating to Vaulting and Fulfilment Services (the "Service Fee") shall be the amount or rate determined at the sole discretion of the Company, and shall be either included in the purchase price of a Pack or charged separately. The details of the Service Fee shall be displayed on the Website.

03

Storage and Management

While Cards are held by the Vaulting Provider, the Company shall coordinate with reliable storage and transportation partners and take measures within reasonable scope to maintain the integrity of the Cards. The Company or the Vaulting Provider may, depending on operational status from time to time, take measures such as obtaining insurance or other protective measures with respect to the Cards. The content, scope, and conditions of such protective measures may be separately determined by the Company.

04

Limitation of Liability

The Company shall not be liable for the loss, damage, deterioration, or other matters relating to the Cards, except where caused by the Company's willful misconduct or gross negligence.

05

Physical Condition of Cards

The Company shall not be liable for changes in the physical condition of Cards during storage (such as fading, discoloration, or aging), except where caused by the Company's willful misconduct or gross negligence.

10

Redemption

01

The User may, in accordance with the prescribed procedure on the Website, request the Company to deliver the physical Card corresponding to a Digital Twin held by the User (Redemption).

02

Identity Verification

In connection with a Redemption request, the Company has the right to verify the User's identity, confirm the User's holding of the Digital Twin, confirm compliance with these Terms, and take other necessary measures. The Company may require the User to provide additional information or documents for KYC (Know Your Customer) procedures only where the Company reasonably determines that such procedures are necessary for compliance with applicable law, prevention of misuse, anti-money laundering measures, or other reasonable circumstances, and the User shall comply with such request. KYC procedures are not uniformly required for all Redemptions, but shall be determined by the Company on a case-by-case basis at its discretion.

03

Delivery of Physical Card

After the identity verification and other confirmation procedures are completed, the Company shall arrange for the Vaulting Provider to ship the physical Card to the delivery address designated by the User. Where the delivery address is outside the regions to which delivery can be made, the Company has the right to refuse the Redemption request.

04

Burning of Digital Twin

Concurrently with the shipment of the physical Card, the Digital Twin corresponding to such physical Card shall be burned, and ownership of such Digital Twin shall be extinguished on the blockchain.

05

Fees, Shipping, and Taxes

Fees, shipping costs, insurance premiums, import duties, consumption tax, and other taxes related to Redemption shall, in principle, be borne by the User. The details of such costs shall be displayed on the Website at the time of the Redemption request.

06

The User acknowledges that, after a Redemption request, a reasonable period may elapse before the shipment of the physical Card and the burning of the Digital Twin are completed.

11

Points/Login Bonus

01

The Company may grant Users points usable on the Service (the "Points") in accordance with the User's use of the Service, login activity, achievement of specific activities, or other conditions determined by the Company.

02

Nature of Points

Points are usable only for functions on the Service, are not exchangeable for cash, cryptoassets, or any other currency, and are not transferable, salable, inheritable, pledgeable, or otherwise disposable. Points do not constitute, in any sense, securities, investment contracts, interests in collective investment schemes, cryptoassets, stablecoins, or any other financial instruments or investment products.

03

Conditions for Grant and Use

The conditions for the grant of Points, validity period, available functions, limits, and other conditions shall be determined at the sole discretion of the Company and displayed on the Website. The Company may modify such conditions without prior notice.

04

Expiration; Cancellation

The Company may, without prior notice, expire or cancel Points held by a User where (i) the validity period of the Points has expired, (ii) the Company reasonably determines that the User has breached, or is likely to breach, these Terms, (iii) the Company reasonably determines that the Points have been acquired by unauthorized means, or (iv) the Company otherwise deems it necessary and reasonable.

05

The User acknowledges that the holding of Points does not definitively guarantee any rights or benefits, and that Points are a function provided at the sole discretion of the Company.

12

User Representations and Warranties

In connection with the use of the Service, the User represents and warrants to the Company, its affiliates, and their representatives the following:

01

Authority

The User has the legal capacity and authority to enter into and perform these Terms (including the purchase of Packs, the acquisition, custody, and disposal of Digital Twins, and Redemption requests).

02

Valid Execution

These Terms constitute a legal, valid, and binding obligation of the User, enforceable against the User in accordance with their terms.

03

Accuracy of Information

All information provided by the User to the Company or any third party designated by the Company (including address and tax ID) is accurate and complete.

04

Sanctions Compliance

The User does not violate the sanctions requirements set forth in Article 3, paragraph 4, and does not authorize, enable, or permit the use of the Service by any person in violation thereof.

05

No Conflict

The User's acceptance of these Terms and use of the Service does not conflict with any other contract or legal obligation to which the User is a party.

06

Independent Judgment

The User has sufficient knowledge and experience regarding the acquisition, custody, and disposal of Digital Twins and other cryptoassets/digital assets, has independently evaluated the Service, and uses the Service at its own judgment without relying on any representation, indication, or warranty by the Company.

07

Legality

The User is not in violation of any law relating to blockchain technology, and there are no pending or anticipated legal proceedings concerning the User's activities related to such technology.

13

Consent to Electronic Communications

01

The User agrees to receive electronic communications from the Company (including transaction confirmations, important notices regarding the Service, product updates, and other notices) by means of posting on the Website, sending to the email address provided at the time of registration, display via the dashboard or notification function on the Service, or any other method that the Company reasonably determines, by using the Service, contacting the Company by email, social media, or other means, or by using any function provided by the Company.

02

The Company and the User confirm that such electronic communications, and any agreement or disclosure made by such electronic means, shall have the same legal effect as written communications, agreements, and disclosures pursuant to the ADGM Electronic Transactions Regulations 2021.

03

The User is responsible for retaining copies of communications from the Company for the User's own records. The Company is not obligated to retain communications already sent or to enable the User to access such communications.

04

The User may, at any time, opt out of marketing communications via the settings on the Website or the opt-out link in such communications. However, communications necessary for the operation of the Service (transaction confirmations, security notices, notices of changes to these Terms, etc.) shall continue to be sent to the User by the methods set forth in paragraph 1.

14

Intellectual Property; Ownership

01

The Service and all content and content materials within the Service (including the Company's logos, designs, text, graphics, images, data, software, audio files, and the arrangement and display thereof; collectively, the "Content") are the exclusive property of the Company, its affiliates, or its licensors.

02

The Company's logos and related product names, logos, and slogans are trademarks of the Company or its affiliates, and may not be reproduced, imitated, or used in whole or in part without the prior written consent of the Company.

03

With respect to all feedback, suggestions, opinions, recommendations, and other information that the User provides to the Company under these Terms or by any other means (the "Feedback"), the User represents and warrants that it has the authority to provide such Feedback and grants the Company the right to use, reproduce, modify, create derivative works of, distribute, and otherwise freely use such Feedback for the Service and other businesses of the Company on a worldwide, perpetual, irrevocable, sublicensable, royalty-free, and transferable basis.

15

License to Use the Service

01

Subject to the User's compliance with these Terms, the Company grants the User a non-exclusive, revocable, non-transferable license to access and use the Service and the Content for personal, non-commercial purposes.

The license set forth in the preceding paragraph does not grant the User the right to:

Resell or commercially use the Service or the Content beyond the scope expressly permitted under these Terms;

Distribute, publicly transmit, or publicly display the Content without the prior written consent of the Company;

Modify the Service or the Content, or create derivative works thereof (except where expressly permitted);

Use automated data mining tools, bots, or other data collection means;

Download any part of the Service or the Content, except for caching purposes; or

Use the Service or the Content beyond its intended purpose.

For the avoidance of doubt, a User's listing, offering, or sale of a Digital Twin that the User owns on the Marketplace (Article 8A), and a User's purchase of a Digital Twin on the Marketplace, are expressly permitted under these Terms and do not constitute a prohibited resale or commercial use of the Service or the Content. This paragraph concerns the Company's Content and the Service software only, and does not restrict a User's dealing in Digital Twins the User owns.

03

The Company reserves the right to modify, add to, delete, suspend, or terminate all or part of the Service from time to time. This includes changes to the underlying technology of the Service and the deletion or invalidation of Content deemed inappropriate. For the avoidance of doubt, the Wallet is non-custodial and the Company cannot seize, freeze, or recover Digital Twins held in a User's Wallet; measures available to the Company are limited to those within its technical control, such as suspending Service access, removing a Listing from the Marketplace, or withholding a settlement co-signature.

16

User Content

01

The User may, through the Service or in connection with the Company's social media channels, create and share content (the "User Content").

02

By providing User Content to the Company, the User grants the Company the right to use, sublicense, distribute, reproduce, modify, adapt, display, and create derivative works of such User Content on a worldwide, royalty-free, sublicensable, non-exclusive basis for the operation and improvement of the Service and the Company's promotional purposes.

03

The User represents and warrants that it holds all rights, licenses, consents, and permissions necessary to provide the User Content.

04

The Company reserves the right to delete, or restrict the use of, User Content that the Company reasonably determines to be in violation of these Terms, without prior notice.

17

Third-Party Services

01

The Service may include links to or access functions for third-party websites, services, or applications (the "Third-Party Services"). The use of Third-Party Services is governed by the terms of service and privacy policies of such third parties.

02

The Company makes no warranties as to the content, functions, availability, security, or legality of Third-Party Services. The Company shall not be liable for any damage incurred by the User arising from or in connection with the use of Third-Party Services.

18

Acceptable Use Policy

The User shall not engage in any of the following acts when using the Service:

01

Provision of False Information

Providing false or misleading information to the Company or its related operators;

02

Unauthorized Access

Accessing another User's Account or Wallet without proper authorization;

03

Forgery

Creating, listing, or providing forged Digital Twins, Cards, or other assets;

04

Impersonation

Impersonating any individual or entity within the Service ecosystem;

05

Interference with the Service

Interfering with the normal operation of the Service (including overloading, suspending, disabling, or damaging functions);

06

Use of Malicious Software

Developing or using software, APIs, or scripts that may damage or interfere with the Service;

07

Reverse Engineering

Attempting to access the underlying code of the Service or unauthorized areas through reverse engineering, decompilation, or circumvention of security measures;

08

Circumvention of Content Filters

Attempting to circumvent content filters or access unauthorized areas;

09

Automated Data Collection

Extracting data or modifying the operation of the Service using robots, crawlers, scrapers, scripts, or other automated means without the express permission of the Company;

10

Non-Consensual Communications

Collecting data for the purpose of contacting another person without such person's consent, or using data from the Service for unsolicited marketing or communications;

11

Illegal Activities

Using the Service for illegal purposes, or engaging in activities that violate applicable law, these Terms, or local laws;

12

Misuse of Blockchain

Using the blockchain related to the Service for fraud, money laundering, or other illegal financial activities;

13

Manipulative Trading

Front-running, wash trading, pump-and-dump, or other manipulative trading acts. This includes acts that deceptively manipulate the trading of Digital Twins or artificially fluctuate prices to mislead the market;

14

Unauthorized Financial Activities

Engaging in financial activities that require registration or licensing (such as securities transactions or debt financing) on the Service without proper authorization;

15

Fundraising Violations

Engaging in acts related to fundraising activities, or creating, listing, or purchasing assets exchangeable for financial instruments, assets that constitute securities, or assets that allow the receipt of financial rewards or bonuses (except where expressly permitted);

16

Acquisition of Multiple Accounts

Acquiring or holding multiple Accounts by the same individual (except where expressly permitted in advance by the Company);

17

Manipulation of Rankings or Indicators

Manipulating rankings, Points, referrals, or other indicators on the Service by unauthorized means;

18

Inappropriate Use of Logos or Brands

Using, reproducing, modifying, or distributing the Company's trademarks, logos, brand elements, or content on the Website (i) with false representations, (ii) in a manner that damages the Company's credit or reputation, or (iii) in any manner that violates these Terms or applicable law;

19

Violation of UAE Cybercrime Law

Acts conducted within UAE territory that violate UAE Federal Decree-Law No. 34 of 2021 on Combatting Rumours and Cybercrimes or other applicable criminal-related laws;

20

Money Laundering, etc.

Acts that constitute or relate to money laundering, terrorist financing, evasion of sanctions, fraud, bribery, or other criminal acts, or facilitation thereof.

If the User violates this Article, the Company may, without prior notice, take any measures within its technical control that it deems necessary and reasonable, including suspending or restricting the User's access to the Service, deregistering the User, invalidating Invite Codes, removing the User's Listings from the Marketplace, suspending or withholding settlement of the User's Marketplace transactions, and expiring Points. For the avoidance of doubt, the Wallet is non-custodial and the Company cannot freeze the User's Wallet or seize, recover, or transfer Digital Twins held in the User's Wallet. Suspension, deregistration, or termination of a User's access to the Service removes the User's ability to use the Service, but does not by itself extinguish, transfer, or otherwise affect the Digital Twins or other assets held in the User's Wallet on-chain, which remain subject to Article 4 (Wallet infrastructure; access and recovery) and, in an Insolvency Event, Article 25.

19

Copyright

01

The Company reserves the right to remove or restrict access to User Content or content on the Service that the Company reasonably determines to infringe the intellectual property rights of the Company or any third party.

02

If a User believes that its intellectual property rights are being used without authorization on the Company's platform, the User shall send a notice containing the following information to the Company's copyright department:

An electronic or physical signature confirming that the User has the authority to act on behalf of the copyright holder;

A detailed description of the copyrighted work alleged to have been infringed;

The location of the infringing content on the Service;

Contact information (address, telephone number, email address);

A statement made in good faith that the use of the content has not been authorized by the copyright holder or by law; and

A declaration confirming that the information provided is accurate and that the User is the legitimate copyright holder or its agent.

03

Notices shall be sent to contact@deadstock.gg with the subject line "Copyright Notice".

20

Investigation

01

The Company has the right (but not the obligation) to investigate any potential breach of these Terms by a User upon becoming aware of such potential breach.

02

The Company has the right (but not the obligation) to report potential illegal acts to the relevant law enforcement authorities or judicial authorities.

03

The Company may disclose information or materials related to the User's use of the Service (including User Content) within the scope of applicable law for purposes of (i) compliance with applicable legal requirements, governmental requests, or legal proceedings, (ii) enforcement of these Terms, (iii) responding to claims that the User's User Content infringes the rights of others, (iv) responding to inquiries related to customer support, or (v) protecting the rights, property, or personal safety of the Company, Users, or the public.

21

Disclaimer of Warranties

01

The Service, the Content, Packs, Digital Twins, Cards, Vaulting and Fulfilment Services, the Marketplace, Buyback, Redemption, and all other matters related to the Service are provided on an "as is" and "as available" basis to the maximum extent permitted by applicable law. The Company makes no warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, non-infringement of rights, accuracy, completeness, currentness, reliability, absence of errors, or uninterrupted access.

02

The Company does not warrant the accuracy, completeness, or currentness of the Content, and shall not be liable for any damage arising from the User's reliance on the Content. The Company also does not warrant that the Service is free of viruses or other harmful elements.

03

The Company shall not be liable for any damage arising from the User's loss of password, erroneous transactions, mistyped addresses, server failures, data loss, corruption of Wallet files, unauthorized access to applications, phishing, hacking, or other unauthorized activities by third parties, except where caused by the Company's willful misconduct or gross negligence.

04

Digital Twins are intangible digital assets that exist only as ownership records on the blockchain, and ownership transfers occur only on the distributed ledger of the blockchain. The Company does not warrant that the Company or its partners can facilitate the transfer of ownership or rights of Digital Twins, nor does it warrant the inherent value of Digital Twins.

05

The Company shall not be liable for any damage arising from vulnerabilities in Digital Twins, software issues (such as smart contract errors), or blockchain-related failures (including forks and technical node issues), except where caused by the Company's willful misconduct or gross negligence.

06

The Company shall not be liable for the acts or conduct of third parties (including asset sellers and third-party sellers of Digital Twins, and other Users transacting on the Marketplace), and the User shall solely bear the risk of interactions with third parties.

07

Nothing in this Article shall exclude or limit any liability of the Company that cannot be excluded or limited under applicable mandatory law (including liability for fraud, willful misconduct, gross negligence, or personal injury).

22

Limitation of Liability

01

To the maximum extent permitted by applicable law, the Company shall not be liable for any loss of profits, loss of opportunity, loss of data, damage to reputation, indirect, special, incidental, consequential, or punitive damages arising out of or in connection with the Company, the Service, the Content, Packs, Digital Twins, Cards, Vaulting and Fulfilment Services, the Marketplace, or any other matter under or in connection with these Terms, regardless of foreseeability.

02

To the maximum extent permitted by applicable law, the Company's aggregate liability arising out of or in connection with these Terms or any related claim shall be limited to the greater of (a) one hundred U.S. dollars (USD 100) or (b) the amount retained by the Company from the transaction or event giving rise to such claim (including the retained portion of Service Fees).

03

The Company shall not be liable for any non-performance or delay in performance of its obligations arising from force majeure (meaning natural disasters, war, terrorism, civil unrest, riots, the spread of infectious diseases, governmental or regulatory measures, strikes, telecommunications or power supply failures, failures of third-party service providers, blockchain network failures, suspensions, or forks, or any other event beyond the Company's reasonable control).

04

Nothing in this Article shall exclude or limit any liability of the Company that cannot be excluded or limited under applicable mandatory law (including liability for fraud, willful misconduct, gross negligence, or personal injury).

23

Indemnification

01

To the extent permitted by applicable law, the User agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, employees, agents, and representatives (collectively, the "Company Entities") from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with the User's use of the Service or these Terms.

The indemnification obligation under the preceding paragraph shall also apply to matters arising from:

The User's use or misuse of the Service, the Content, or Digital Twins;

Feedback, suggestions, or Content provided by the User to the Company;

The User's breach of these Terms;

Infringement of the rights of third parties (including other Users);

Breach or non-performance by the User of its obligations under these Terms; or

Matters relating to physical or electronic assets connected to Digital Twins.

03

The User shall promptly notify the Company of any third-party claim and cooperate in the defense of such claim. The Company shall retain full control over the defense or settlement of such claim.

24

Risk Disclosure

01

The User shall, at its own responsibility, determine taxes related to transactions involving Digital Twins, Cards, cryptoassets, and blockchain technology. The Company is not obligated to determine, collect, or manage taxes on behalf of the User.

02

Digital Twins exist only as ownership records on the blockchain, and are transferable only on such records.

03

The use of digital currencies and digital assets involves inherent risks, including hardware and software failures, internet connection issues, the introduction of malicious software, and the possibility of unauthorized third-party access.

04

The legal and regulatory environment relating to blockchain technology, digital assets, and cryptoassets is constantly changing. New regulations or policy changes may have a material impact on these technologies.

05

The Company reserves the right to hide or restrict access, on the Service, to any Digital Twin or asset that the Company determines to be in violation of these Terms. As a result, such assets may become inaccessible through the Service; for the avoidance of doubt, this affects access through the Service only, and the asset remains in the User's Wallet on-chain.

06

Except for its obligations under the Vaulting and Fulfilment Services (Article 9), the Company is not responsible for Digital Twins after their initial sale or offering. The Company does not warrant the reliability, uniqueness, transferability, legality, or value of Digital Twins.

07

Marketplace risk

Prices on the Marketplace are set by Users, may bear no relationship to Fair Market Value or any external reference price, and may result in sales below acquisition cost. On-chain transfers are final and irreversible.

25

Procedures for Return of Physical Assets in the Event of Insolvency

If the Company becomes insolvent, bankrupt, or ceases its business (collectively, "Insolvency Events"), the Company or the insolvency administrator shall provide procedures for the return of physical Cards held for Users through the Vaulting Provider in accordance with the ADGM Insolvency Regulations 2022 and other applicable laws. The following shall apply to such return procedures:

01

The User shall bear the shipping costs and related taxes.

02

The return procedures must be initiated within a reasonable period as notified to the Users by the Company or the insolvency administrator at the time of the Insolvency Event. Such period shall be determined taking into account the procedural schedule under the ADGM Insolvency Regulations 2022, the status of notice delivery to Users, the time required for identity verification, and other reasonable circumstances.

03

The Company or the insolvency administrator shall notify Users of the details of the return procedures (application method, identity verification, designation of delivery address, etc.) by an appropriate method.

04

No monetary compensation beyond the return procedures under these Terms shall be provided.

05

Cards for which return procedures are not initiated within the period set forth in the preceding paragraph may be disposed of by the Company or the insolvency administrator in accordance with the ADGM Insolvency Regulations 2022 and applicable laws. After such disposal, the User shall have no claim with respect to such Cards.

06

Nothing in this Article shall exclude any mandatory provisions under the ADGM Insolvency Regulations 2022 or other applicable laws.

26

Privacy

01

The Company shall handle the personal information of Users acquired in connection with the use of the Service in accordance with the ADGM Data Protection Regulations 2021 and the Privacy Policy. With respect to the handling of personal information of Users residing within UAE territory, the Company shall give consideration to UAE Federal Decree-Law No. 45 of 2021 (UAE PDPL) as a reference.

02

The purposes of processing, lawful basis for processing, retention period, disclosure to third parties, cross-border transfer, and other matters relating to the Company's processing of personal information shall be as set forth in the Privacy Policy.

03

The User has rights with respect to its personal information under applicable law (including the right of access, the right to rectification, the right to erasure, the right to restriction of processing, the right to data portability, and the right to object), and may exercise such rights in accordance with the procedures set forth in the Privacy Policy.

04

Inquiries, requests, or exercise of rights regarding the handling of personal information shall be directed using the contact information set forth in Article 32.

27

Modifications to These Terms

01

The Company may, at its sole discretion, modify the content of these Terms from time to time.

02

Where the Company modifies these Terms, the Company shall notify Users of the content of the modified Terms and the effective date by means of posting on the Website, sending to the email address provided at the time of registration, or any other method that the Company reasonably determines. Modifications to these Terms shall be subject to the following three-tier notification system:

Material Modifications (reduction of the liability cap, changes to dispute resolution procedures, material changes to data handling policies, or other modifications that materially restrict rights already held by Users): the Company shall notify Users at least 30 days prior to the effective date of the modification.

Addition of New Features or Services (addition of marketplace functionality, addition of new Pack product lines, addition of new bonus features, or other modifications relating to the addition of new features or services that do not materially restrict rights already held by Users): the Company shall notify Users on the effective date of the modification or within a reasonable period thereafter.

Minor Modifications (correction of typographical errors, clarification of expressions, updates to contact information, or other modifications that do not materially restrict rights already held by Users): the Company shall notify Users on the effective date of the modification or within a reasonable period thereafter.

03

Where the User continues to use the Service after the effective date of the modified Terms, the User shall be deemed to have agreed to the modified Terms.

04

Where the User does not agree to the modified Terms, the User may discontinue use of the Service and may deregister by the method designated by the Company or by contacting contact@deadstock.gg. The procedures for the deletion of personal information upon withdrawal and other details shall be governed by the Privacy Policy.

28

Promotions and Campaigns

01

The Company may, from time to time, conduct Promotions, Giveaways, Contests, or other promotional programs (collectively, "Promotions"). Promotions shall be governed by this Article, these Terms, and the Official Rules specific to such Promotion. In the event of any inconsistency between this Article and the Official Rules, the Official Rules shall prevail.

02

Eligibility

Participation in Promotions is available only to Users who satisfy the eligibility requirements set forth in the Official Rules of each Promotion (which may include age, residence, account status, etc.) and who are not prohibited by law from participating.

03

Alternative Means of Entry (AMOE)

Unless otherwise provided in the Official Rules, no purchase or payment is required to participate or win in Promotions. As an alternative means of entry ("AMOE"), eligible Users may participate by the following procedure:

Registering an Account on the Service (if not already registered);

Submitting an entry by clicking the prescribed link on the Promotion page in accordance with the method set forth in the Official Rules.

04

Odds and Prizes

The odds of winning depend on the number of valid entries. The details of the prizes (including approximate retail value and restrictions) shall be set forth in the Official Rules.

05

Winner Selection and Notification

Winners shall be selected in accordance with the method set forth in the Official Rules (such as random drawing). Winners shall be notified through the contact information linked to the Account.

06

Compliance and Disqualification

The Company reserves the right to disqualify participants who tamper with the entry process, violate the Official Rules, engage in fraudulent acts, or attempt to circumvent AMOE or other Promotion guidelines. The Company reserves the right to cancel, suspend, or modify a Promotion in unforeseen circumstances or circumstances beyond the Company's control.

07

Limitation of Liability

The liability of Company Entities arising out of or in connection with participation in Promotions shall be limited in accordance with Article 22 of these Terms.

08

Governing Law and Dispute Resolution

Disputes related to Promotions shall be resolved in accordance with Article 29 of these Terms.

29

Governing Law and Dispute Resolution

01

These Terms shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Market (ADGM) (including English common law as directly applicable within ADGM pursuant to the Application of English Law Regulations 2015). However, where the User acts as a consumer, the rights and protections granted to the User and which cannot be excluded under (i) mandatory consumer protection provisions of the laws of the User's country of habitual residence, and (ii) mandatory consumer protection provisions of UAE Federal Law No. 15 of 2020 on Consumer Protection (including its Cabinet Decision No. 66 of 2023), shall be reserved.

02

In the event of any dispute arising between the Company and the User in connection with these Terms, the parties shall first endeavor to resolve such dispute amicably through good-faith consultations, which shall continue for 60 days from the date on which either party gives written notice of the dispute to the other party.

03

If the dispute is not resolved by such consultations, the dispute shall be finally resolved by arbitration in accordance with the Abu Dhabi International Arbitration Centre Arbitration Rules (effective February 1, 2024; the "arbitrateAD Rules"), conducted by an arbitrator appointed under such rules.

04

The number of arbitrators shall be one (1).

05

The seat of arbitration shall be ADGM.

06

The language of the arbitration shall be English.

07

The parties and the arbitrator shall treat as confidential the existence, content, submissions, evidence, and arbitral award of the arbitration proceedings, except where otherwise required by applicable law.

08

The provisions of the preceding paragraphs shall not preclude either party from applying to the ADGM Courts or any other court of competent jurisdiction for interim, provisional, or injunctive relief (including relief through an emergency arbitrator under Article 35 of the arbitrateAD Rules).

09

To the maximum extent permitted by applicable law, the parties waive any right to bring or participate in any class action, class arbitration, or representative proceeding in connection with these Terms.

30

Export Control and Compliance

The Service and all products, services, and technology provided by the Company are subject to the export control laws of the UAE and other applicable jurisdictions. The User shall comply with applicable laws and shall not, directly or indirectly, export, re-export, or transfer any data, products, services, or technology provided by the Company to any country or entity in violation of such laws without obtaining the necessary permits.

31

Miscellaneous

01

Prohibition of Assignment

The User shall not assign, transfer, pledge, or otherwise dispose of its position, rights, or obligations under these Terms to any third party without the prior written consent of the Company. The Company may, in connection with the assignment of all or part of its business, merger, corporate split, or other corporate reorganization, cause its position, rights, and obligations under these Terms to be assumed by a third party.

02

Severability

Even if any provision of these Terms or any part thereof is held invalid or unenforceable by a court or arbitral tribunal of competent jurisdiction, the remaining provisions of these Terms shall continue to be in full force and effect.

03

No Waiver

The Company's failure to exercise, or delay in exercising, any right under these Terms shall not be deemed a waiver of such right.

04

Entire Agreement

These Terms constitute the entire agreement between the Company and the User with respect to the Service, and supersede any prior oral or written agreements or understandings regarding the subject matter of these Terms.

05

No Third-Party Beneficiaries

These Terms do not grant any rights or benefits under these Terms to any third party other than the Company and the User, and do not create any third-party beneficiary rights under the ADGM Contracts (Rights of Third Parties) Regulations 2015.

06

Headings

The headings of the provisions of these Terms are for convenience of reference only and shall not affect the interpretation of these Terms.

07

Language (English Version Prevails)

These Terms have been prepared in English as the original. Where a Japanese-language version or any other language version is also made available, the English version shall prevail in the event of any inconsistency in interpretation between the language versions.

08

Method of Notice

Notices from the Company to the User shall be given by means of posting on the Website, sending to the email address provided at the time of registration, in-app notifications on the Service, or any other method that the Company reasonably determines, and shall be deemed to have reached the User upon the lapse of the time normally required for transmission.

09

Survival

After the termination of the contractual relationship under these Terms due to the cessation of use of the Service, the User's withdrawal, or any other reason, those provisions which by their nature should survive (including Articles 14, 19, 21 through 24, 29, and 31) shall continue to be effective.

32

Contact

Operating EntityATH Labs Ltd.
Registered OfficeOffice 3602, Floor 36, Sky Tower, Shams Abu Dhabi, Al Reem Island, Abu Dhabi, UAE
Contactcontact@deadstock.gg
Websitehttps://deadstock.gg/
Privacy Policyhttps://deadstock.gg/privacy-policy

33

Effective Date

These Terms shall take effect on July 23rd, 2026. These Terms are the DeadStock Service Terms of Service. Effective Date: July 23rd, 2026.