Minting Event #1 Terms and Conditions

Degen Watch Club NFT Minting Event #1

Official Terms and Conditions

YOU MUST READ THE OFFICIAL TERMS AND CONDITIONS BELOW (THE “OFFICIAL TERMS”) PRIOR TO PARTICIPATING IN THE MINTING EVENT. BY PARTICIPATING IN THE MINTING EVENT, YOU HEREBY AGREE TO THESE OFFICIAL TERMS. DO NOT PARTICIPATE IN THE MINTING EVENT IF YOU DO NOT AGREE WITH THESE OFFICIAL TERMS. INTERNET ACCESS IS REQUIRED. VOID WHERE PROHIBITED OR RESTRICTED BY LAW.

BY PARTICIPATING IN THE MINTING EVENT, YOU AGREE THAT YOUR PARTICIPATION AND THE PERSONAL INFORMATION COLLECTED FROM YOU IN CONNECTION WITH THE MINTING EVENT WILL BE SHARED WITH THE SPONSOR. SPONSOR’S USE OF YOUR PERSONAL INFORMATION IS SUBJECT TO THE SPONSOR’S PRIVACY POLICIES AT THE LINKS PROVIDED BELOW.

THE MINTING EVENT IS IN NO WAY SPONSORED, ENDORSED, ADMINISTERED BY, OR ASSOCIATED WITH FACEBOOK, INC. INSTAGRAM, INC., YOUTUBE, INC., X CORP., LINKEDIN CORPORATION, TELEGRAM MESSENGER INC., DISCORD INC., OR ANY OTHER SIMILAR SOCIAL MEDIA OR MESSAGING PLATFORM, EVNE THOUGH SPONSOR MAY PROMOTE AND ADVERTISE THE MINTING EVENT USING SERVICES PROVIDED BY ANY OF THE FOREGOING PLATFORMS.

Please read these Official Terms for the DWC NFT Minting Event #1 (the “Minting Event”) sponsored and administered by the Sponsor (as defined below). By participating in the Minting Event, you represent and warrant that you: (i) satisfy all of the eligibility requirements set forth below; and (ii) agree to be bound by these Official Terms and by the interpretations of these Official Terms by the Sponsor, in its sole and absolute discretion, which interpretations are final and binding in all matters relating to the Minting Event. In addition, the terms and conditions of use for the Sponsor’s website (the “Website Terms”), available at https://degen-watch-club.gitbook.io/dwc/legal/user-agreements/terms, are hereby incorporated into and made a part of these Official Terms by this reference. In the event any provision of the Official Terms conflicts with any provision of the Website Terms, the provisions of these Official Terms shall govern and control only with respect to this Minting Event, and only to the extent of the conflict.

  1. Who We Are: BIIP LLC, d/b/a Degen Watch Club, (the “Sponsor”) is a technology company that offers Eligible Participants (as defined below) to mint non-fungible tokens (“DWC NFTs”) that represent real-world, physical timepieces (each a “Watch”) through its website (the “Website”). Each DWC NFT may be redeemed to claim a Watch.

  2. Minting Period: The Minting Event shall begin on [06/06/2024] at 8:00 PM Eastern Time and ending the sooner of: (i) [06/09/2024] at 8:00 PM Eastern Time; and (i) until such time all DWC NFTs have been sold (the “Minting Period”). Eligible Participants (as defined below) may not participate in the Minting Event after the expiration of the Minting Period.

  3. Eligible Participants: The Minting Event is open to natural persons who are at least 18 years or older as of the beginning of the Minting Period and are legal residents of the United States, excluding residents of Florida, New York, Puerto Rico, and other U.S. Territories (“Eligible Participants”). Sponsor, its affiliates, and their representatives, as well as their employees and members of each of their immediate families and those living in the same household of each are not eligible to participate. All applicable federal, state, and local laws and regulations apply. Void where prohibited by law.

  4. How to Participate: A total of up to one hundred (100) Eligible Participants will be permitted to participate in the Minting Event, and thereby a total of up to one hundred (100) DWC NFTs will be granted. To participate in the Minting Event, Eligible Participants must access and navigate to the relevant section of the Website and follow the instructions provided on the Website. You will be asked to complete a purchase form (“Purchase Form”), which requests your information, including without limitation, your name, telephone number, physical address, Wallet (as defined below) address, email address, and other information requested by the Sponsor. You may also be asked to complete a survey (“Survey”) to indicate interest in a particular Watch prior to submitting the Purchase Form. You understand that completing a Survey does not guarantee, increase the probability, or otherwise provide any assurance that your DWC NFT will be redeemed for a particular Watch. Once your information has been verified, you will be asked to connect a compatible, non-custodial Ethereum blockchain wallet address (“Wallet”) to the Website and will be asked to digitally execute a signature transaction in order to interact with the relevant smart contract. You will then be prompted to transmit the minting fee of $2,500 in the denomination indicated and accepted on the Website (the “Minting Fee”) via a blockchain transaction or otherwise as indicated by the Sponsor. An Eligible Participant will be deemed to be eligible to participate in the Minting Event (thereby becoming a “Participant”) by submitting the Purchase Form, executing the smart contract transaction, and paying the Minting Fee.

Eligible Participants may submit one (1) or more Purchase Forms. However, you may not participate in the Minting Event using methods designed to circumvent these Official Terms, including, but not limited to, using multiple email addresses, identities, devices, or a virtual private network. If you use fraudulent methods or otherwise attempt to circumvent these Official Terms, your submission may be removed from eligibility. Purchase Forms that are incomplete or do not adhere to the Purchase Form’s specifications or these Official Terms may be disqualified at Sponsor’s sole discretion.

Sponsor 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, entries. Sponsor is not responsible for any problems or technical malfunction of any telephone network or telephone lines, communication transmissions, computer on-line systems, servers, or providers, computer equipment, software, failure of any e-mail, courier, or participation form to be delivered to and received by Sponsor on account of technical problems, human error or traffic congestion on the Internet or at any website, or any combination thereof, including any injury or damage to entrant’s or any other person’s computer or mobile device relating to or resulting from participation in this Minting Event or downloading any materials in this Minting Event. Cellphone carriers may charge for data usage for participating the Minting Event using a mobile phone and for using the Website.

  1. DWC NFT AND DISTRIBUTION MODEL: By participating in the Minting Event, you will receive a DWC NFT and therefore, be eligible to redeem a certain Watch that will be assigned to your DWC NFT, subject to your compliance with these Official Terms, in accordance with the distribution model (“Distribution Model”) set forth in Appendix A. For the avoidance of doubt, you will receive a DWC NFT as a Participant in the Minting Event, consistent with these Official Terms; however, whether you redeem your DWC NFT for a Watch is in your sole discretion and each DWC NFT may point to a different Watch of varying value. You understand that the Watch you selected in connection with the Survey is in no way a guarantee or other assurance that the particular Watch will correspond with your DWC NFT. The DWC NFT will be provided by the Sponsor “as is.” The total estimated retail value of the DWC NFT may vary, depending on the corresponding Watch each DWC NFT may be redeemed for.

BY PARTICIPATING IN THE MINTING EVENT, YOU EXPLICITLY REPRESENT AND WARRANT THAT YOU UNDERSTAND THAT YOU WILL RECEIVE A DWC NFT IN CONSIDERATION OF YOUR PARTICIPATION IN THE MINTING EVENT AND YOUR PAYMENT OF THE MINTING FEE. YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND THAT THE RESULTING WATCH THAT CORRESPONDS TO YOUR DWC NFT MAY BE OF A VALUE LESS THAN THE MINTING FEE.

THE SPONSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE DWC NFT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

  1. Notification; Verification: All Participants are subject to verification by the Sponsor. Sponsor’s decisions are final and binding in all matters related to the administration, operation, selection of DWC NFTs and Watches that correspond to DWC NFTs, and all other matters related to the Minting Event. Participants will receive DWC NFTs shortly after completing the participation requirements set forth above. The specific Watch that corresponds to each DWC NFT will be announced by the Sponsor at a time determined by the Sponsor, in its sole discretion, but no more than sixty (60) days after the termination of the Minting Event.

  2. Purchase Conditions and Release: Each Participant agrees to: (a) comply with and be bound by these Official Terms and the decisions of Sponsor which is binding and final in all matters relating to this Minting Event; (b) defend, indemnify, release and hold harmless the Sponsor and its parent, subsidiary, and affiliated companies, celebrities, and any other person and organization responsible for sponsoring, fulfilling, administering, advertising or promoting the Minting Event, and all of their respective past and present officers, directors, employees, agents and representatives (collectively, the “Released Parties”) from and against any and all claims, expenses, and liability, including but not limited to negligence and damages of any kind to persons and property, including but not limited to invasion of privacy (under appropriation, intrusion, public disclosure of private facts, false light in the public eye or other legal theory), defamation, slander, libel, violation of right of publicity, infringement of trademark, copyright or other intellectual property rights, property damage, or death or personal injury arising out of or relating to a participant’s purchase, participation in the Minting Event, acceptance, possession, attendance at, defect in, delivery of, inability to use, use or misuse of prize (including any travel or activity related thereto) and/or the broadcast, exploitation or use of participation.

  1. Taxes and Expenses: Participants are responsible for any tax consequences as a result of the Participant’s participation in the Minting Event and otherwise. All taxes on DWC NFTs and corresponding Watches are the sole responsibility of each Participant. Any expenses related to this Minting Event not listed in these Official Terms, are the sole responsibility of each Participant.

  2. Publicity. Except where prohibited or restricted by law, a Participant’s acceptance of a DWC NFT constitutes the a Participant’s agreement and consent for Sponsor and any of their designees to use and/or publish a Participant’s name, city and state of residence, Wallet address, and/or statements made by a Participant regarding the Minting Event or Sponsor, worldwide and in perpetuity for any and all purposes, including, but not limited to, advertising, trade and/or promotion on behalf of Sponsor, in any and all forms of media, now known or hereafter devised, including, but not limited to, print, TV, radio, electronic, cable, or World Wide Web, without further limitation, restriction, compensation, notice, review, or approval.

  3. General Conditions. Sponsor and its subsidiaries, affiliates, divisions, partners, representatives, agents, successors, assigns, employees, officers and directors shall not have any obligation or responsibility, including any responsibility to award any DWC NFT to Participants, with regard to: (a) entries that contain inaccurate information or do not comply with or violate the Official Terms; (b) entries, redemptions, or notifications that are lost, late, incomplete, illegible, unintelligible, damaged or otherwise not received by the intended recipient, in whole or in part, due to computer, human or technical error of any kind; (c) Participants who have committed fraud or deception in participating in the Minting Event or redeeming a DWC NFT; (d) telephone, electronic, hardware, software, network, Internet or computer malfunctions, failures or difficulties; (e) any inability of the Participant to accept the DWC NFT for any reason; (f) if a DWC NFT cannot be transferred due to delays or interruptions due to Acts of God, natural disasters, terrorism, weather or any other similar event beyond Sponsor’s reasonable control; or (g) any damages, injuries or losses of any kind caused by any prize or resulting from awarding, acceptance, possession, use, misuse, loss or misdirection of any DWC NFT or resulting from participating in this Minting Event or any promotion or related activities. Sponsor reserves the right, in its sole discretion, to disqualify any individual it finds to be (a) tampering with the participation and/or purchase process or the operation of the Minting Event, or with any Website promoting the Minting Event; (b) acting in violation of the Official Terms; or (c) attempting to participate in the Minting Event multiple times through the use of multiple email addresses or the use of any robotic or automated devices to submit entries. If Sponsor determines, in its sole discretion, that technical difficulties or unforeseen events compromise the integrity or viability of the Minting Event, Sponsor reserves the right to void the entries at issue, and/or terminate the relevant portion of the Minting Event, including the entire Minting Event, and/or modify the Minting Event, these Official Rules, and/or award the DWC NFT from all eligible entries received as of the termination date.

  4. Limitations of Liability. The Released Parties are not responsible for: (a) any incorrect or inaccurate information, whether caused by entrants, printing errors or by any of the equipment or programming associated with or utilized in the Minting Event; (b) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (c) unauthorized human intervention in any part of the participation and/or purchase process or the Minting Event; (d) technical or human error in the administration of the Minting Event or the processing of registrations; or (e) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from entrant’s participation in the Minting Event or receipt or use or misuse of any prize. If for any reason an entrant’s registration is confirmed to have been erroneously deleted, lost, or otherwise destroyed or corrupted, entrant’s sole remedy is another purchase in the Minting Event.

  5. Binding Arbitration. Notwithstanding anything to the contrary in your other agreement(s) with the Released Parties, in the event of a dispute arising under or relating to these Official Terms (each, a “Dispute”), either you or the Released Parties (each a “Party”) may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other Party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS (formerly known as Judicial Arbitration & Mediation Services) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each Party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the State of Virginia. The Parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The Parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.

  6. Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the Dispute between the Released Parties and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE RELEASED PARTIES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

  7. Privacy Policy. BY PARTICIPATING INTO THE MINTING EVENT, YOU AGREE TO THE USE OF YOUR PERSONAL INFORMATION AS DESCRIBED IN THE SPONSOR’S PRIVACY POLICY, AVAILABLE AT https://degen-watch-club.gitbook.io/dwc/legal/user-agreements/privacy.

  8. Minting Event Distribution List. For the DWC NFT Offering results, send a written request to Distribution List – BIIP LLC, d/b/a Degen Watch Club, 4925 Boonsboro Rd., Unit 228, Lynchburg, VA 24503 Requests for the Distribution List must be received within 30 days of the end of the Minting Period.

APPENDIX A

Distribution Model

A DWC NFT issued in the DWC Minting Event #1 will correspond with one (1) Watch in accordance with the Distribution Model described herein. A total of one hundred (100) DWC NFTs will be available for purchase during the Minting Period and each DWC NFT will be assigned a corresponding Watch at the end of the Minting Period from the list of Watches below, provided the corresponding tier (“Tier”) has been unlocked. Each Tier will be unlocked, as described below, depending on the total number of DWC NFTs that have been minted during the Minting Period. There is no guarantee that all Tiers will be unlocked. The corresponding Watch to each DWC NFT will only be assigned from the Tiers that have been unlocked.

The below Watches represent the possible Watches that will be assigned to DWC NFTs, provided the corresponding Tier has been unlocked. Please note that when you complete the Survey in connection with your Purchase Form, the Watch you indicate an interest in will be considered by the Sponsor in sourcing and acquiring the Watches for assignment under the Distribution Model; however, in no way does your indication of interest represent a guarantee or other assurance that your DWC NFT will be assigned to the Watch you indicated an interest in the Survey. Each DWC NFT shall be assigned a Watch in accordance with the Distribution Model, subject to the Sponsor’s ability to source and acquire the Watches in accordance with their reasonable availability as determined by the Sponsor in its sole discretion.

Tier 4:

  • Total number of Watches: [10]

  • Unlocked after [9] DWC NFTs have been minted.

  • Brands & Models:

    • Rolex: Oyster Perpetual, Air-King, Explorer

    • IWC: Portofino, Pilot’s, Portugieser

    • Panerai: Luminor

    • Omega: SpeedMaster, SeaMaster, De Ville Prestige

    • Cartier: Santos De

    • Brieitling: Navitimer

Tier 5:

  • Total number of Watches: [30]

  • Unlocked after [4] DWC NFTs have been minted.

  • Brands & Models:

    • IWC: Pilot’s

    • Longines: Master Collection, Heritage Collection, Dolcevita

    • Brieitling: Avenger

    • Nomas: Ahoi

    • Bell & Ross: BR-03

    • Tudor: Black Bay

    • Tag Heuer: Carrera

    • Oris: Big Crown

    • Rado: Captain Cook

    • Montblanc: Chronograph

Tier 6:

  • Total number of Watches: [40]

  • Unlocked after [1] DWC NFTs have been minted.

  • Brands & Models:

    • Tissot: PR Chronograph, PRX 80

    • Longines: HydroConquest, Conquest

    • Tag Heuer: Formula 1

    • Alpina: Seastrong, Startimer

    • Mido: Multifort, Ocean Star

    • Hamilton: Khaki, Intra-Matic

    • Seiko: Presage, Prospex

Tier 7:

  • Total number of Watches: [20]

  • Unlocked after [1] DWC NFTs have been minted.

  • Brands & Models:

    • Tissot: Traditional, PRX

    • Skagen: Holst, Signatur, Essentials

    • Orient: Driver, Sun and Moon, Bambino, Kamasu

    • Casio: G-Shock

    • Seiko: 5 Sports , Essentials

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