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    PsyZen, Inc. PSY Points Terms and Conditions

    When you (you) acquire points (PSY Points) from PsyZen, Inc. (File Number: 340519) (PsyZen, Inc., us, we) you must agree to the terms and conditions set out in this document (PSY Points Terms), the Terms of Use and Privacy Policy available on our Website which apply to you.

    Operative clauses
    1. Applicability of PSY Terms
      1. All PSY Points acquired by you are subject to these PSY Points Terms, unless otherwise agreed in writing and by acquiring PSY Points, you are agreeing to be bound by these PSY Points Terms.
      2. The use of PSY Points is subject to, without limitation our Website Terms and our Privacy Policy.
      3. Termination of these PSY Points Terms for any reason will not affect any obligations which have arisen prior to termination.
      4. We may, in our absolute discretion, change these PSY Point Terms for any reason without notice to you.
    2. Member Eligibility
      1. Membership of the PSY Points Program is only open to individuals. Membership is not open to families or groups, companies or partnerships, trusts, agencies, other entities, government departments, animals or anything other than an individual person.
      2. PsyZen, Inc. reserves the right to reject or withdraw any persons membership to the PSY Points Program at any time.
      3. Persons wishing to be Members must:
        1. connect their Digital Wallet with one of our Participating Websites or otherwise have a registered account with a Participating Website;
        2. have been notified with a username for the PSY Points Program by a Participating Website (which will always be your unique Digital Wallet address);
        3. meet any Qualifying Action as advertised through social media (including but not limited to Twitter, Facebook and Instagram) from time to time, which we may change in our absolute discretion and without notice to you; and
        4. comply with these PSY Points Terms at all times and any ancillary terms and conditions of a Participating Website without limitation.
    3. Acquiring PSY Points
      1. Distribution of PSY Points
        1. You may acquire PSY Points by holding an NFT you Own or NFTs you Own from our NFT Collections in your Digital Wallet, or through other qualifying activities as determined by us;
        2. The amount of PSY Points you may be eligible to acquire will be directly referrable to the length of time you have held an NFT or NFTs from our NFT Collections in your Digital Wallet, or based on other activities as we determine;
        3. Details on current rates and qualifying activities for acquiring PSY Points will be advertised on Participating Websites from time to time or as advertised through Qualifying Actions, which we may change in our absolute discretion and without notice to you;
        4. The PSY Points Program is intended to reward Members for their continuing support and patronage to PsyZen, Inc. and its Participating Websites, PsyZen, Inc. reserves the right in its absolute discretion to penalise, reduce, remove or revise your PSY Points balance if you breach these PSY Points Terms for any reason or fail to comply with any ancillary terms and conditions of a Participating Website without limitation;
        5. PSY Points transferred to you are your own responsibility;
        6. PSY Points will not expire provided you are an Active Member. If you are not an Active Member PSY Points may expire at any time at our discretion and once expired will not be restored. PSY Points have no monetary value and upon expiration you have no claim against us of any kind whatsoever;
        7. PSY Point balances are managed centrally by us on our internal database and are not recorded on a blockchain. You are not able to view other Members' PSY Point balances under a wallet address or by any other means;
        8. PSY Points may be awarded for other activities and subject to Qualifying Actions as advertised by us on Participating Websites from time to time, which may include activities such as using our app or software and participating in our forums or ecosystem in ways we consider, in our absolute discretion, beneficial to our ecosystem.
      2. Member Benefits
        1. Member Benefits may be advertised from time to time on Participating Websites.
        2. Member Benefits may include bonus points or special offers which may require you to comply with Qualifying Actions or other eligibility requirements.
        3. Any Member Benefits advertised on Participating Websites may be subject to further Terms and Conditions which you may need to comply with, and we reserve the right to withdraw or revise any advertised benefit at any time without reason and in our absolute discretion.
    4. Using PSY Points
      1. Payment Gateway Usage
        1. PSY Points can be used through our PsyPay payment gateway to make purchases from participating merchants.
        2. PSY Points used for payments must be redeemed in full for the transaction amount, partial payments with PSY Points are not permitted.
        3. Any transaction where PSY Points are used is final and non-refundable unless required by applicable law.
      2. Other Redemption Options
        1. From time to time we may allow you to redeem PSY Points for NFTs, digital goods, or other benefits as determined by us;
        2. The redemption rate and available options will be determined by us in our sole discretion;
        3. Unused or expired benefits will not be re-credited to you.
    5. Transferring PSY Points
      1. Transfers

        You may transfer PSY Points only to another account which you own and control and may not under any circumstances transfer PSY Points to any other Member. Such a transfer may have tax implications and you should check with your accountant or tax adviser for further information. Any transfer made in breach of this clause may result in voiding of the PSY Points held by you.

    6. Obligations
      1. PsyZen, Inc. obligations
        1. We will endeavour to maintain our database of PSY Points and keep up-to-date all PSY Point balances referrable to you.
        2. Requests by you to use PSY Points will be honored unless we have legitimate reason not to or unless you have breached, or we have good reason to suspect you have breached, these PSY Point Terms or any ancillary terms and conditions.
      2. Member obligations
        1. You are responsible for ensuring that you have sufficient PSY Points for any transaction you may request.
        2. You must not:
          1. do any thing or act in any way that breaches any of the terms in these PSY Points Terms or in any ancillary terms and conditions including on a Participating Website without limitation;
          2. abuse or misuse the PSY Points Program or any benefits accorded to you as a result of membership in the PSY Points Program;
          3. engage in illegal or fraudulent activities;
          4. supply false or misleading information to us or through a Participating Website;
          5. sell, assign or transfer their PSY Points or their membership in the PSY Points Program other than in accordance with these PSY Points Terms;
          6. act in a hostile, abusive, aggressive, unruly or unreasonable manner to us, or our Personnel, through any means including social media;
          7. refuse to follow the reasonable instructions of us, or our Personnel, in relation to the PSY Points Program or with regards to participating in any services provided by us to you or through a Participating Website.
        3. You are responsible for, and we are not responsible for your failure to:
          1. regularly check any PSY Points balance associated with your username/Digital Wallet; or
          2. immediately notify us of any omissions, incorrect amounts, incorrect transactions or other discrepancies referrable to the PSY Points balance associated with your username/Digital Wallet.
    7. Termination
      1. Termination

        We may terminate this agreement and expire any PSY Points you hold:

        1. with immediate effect if you breach any of the Member Warranties in clause 9.2; or
        2. if you commit a material breach of your obligations under these PSY Points Terms and fail to remedy such breach (if capable of remedy) within 30 days of receipt of notice requiring you to do so.
      2. Effect of termination
        1. Other than as set out below, termination of this agreement does not affect the rights of the parties which have accrued prior to termination.
        2. All PSY Points acquired by you and existing on the date of termination but not yet redeemed or transferred will be reversed or canceled or expire automatically and you shall have no claim of any kind against us in respect of such reversal, cancellation or expiration.
    8. Acknowledgements

      You acknowledge and agree that:

      1. The amount of PSY Points, conditions and Qualifying Actions required to use PSY Points will be determined by us in our absolute and sole discretion;
      2. The conditions for using PSY Points are calculated in the manner set out on our Website or Participating Websites which we may in our sole discretion change without notice;
      3. We do not give warranty or make any representation in relation to the underlying value of any PSY Points;
      4. PSY Points are for use with the PSY Points Program and are not Digital Currency or money and cannot be used as a form of currency to pay for goods or services except through our designated payment gateway;
      5. We do not give warranty or make any representation that PSY Points will have any ongoing utility or value and may have no utility or value at any point in time;
      6. We may, in our absolute discretion, end the PSY Points Program and discontinue the use of any PSY Points referrable to you;
      7. Your Personal Information will be handled in accordance with our Privacy Policy;
      8. you are solely responsible for any decision to participate in the PSY Points Program, including the evaluation of any and all risks related to any such participation;
      9. a significant degree of IT sophistication is required to safely deal in and store Digital Currency of any kind using a Digital Wallet;
      10. we are not a custodian for the purposes of any securities or financial product legislation, and transfers of any PSY Points are for transaction purposes only;
      11. we are not responsible for any Loss caused by your failure to act in accordance with our policies, procedures or in accordance with our reasonable directions which relate to Qualifying Actions;
      12. you engage in Qualifying Actions entirely at your own risk and understanding and we have not made any representations or warranties as to the IT security or ongoing availability of such services or that your access to PSY Points will be uninterrupted, timely or secure at all times;
      13. you understand and acknowledge that your access to your PSY Points remains contingent upon you remaining in control of the seed phrases and private key(s) associated with your Digital Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for providing the PSY Points;
      14. we do not and cannot guarantee there will be any use for, or any particular amount available for any thing you may redeem the PSY Points for;
      15. we do not represent or guarantee any outcomes, or any financial return from your acquisition of any PSY Points from us;
      16. PSY Points are not intended for speculative use, are not offered, and are not intended to be a security or financial product and nothing we publish is in any way financial advice to you or any other person;
      17. we are not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person.
    9. General
      1. Governing law and jurisdiction

        These PSY Points Terms are governed by the laws of the State of Delaware. The parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts located therein and the courts of appeal from them.

      2. Amendment

        We reserve the right to amend these PSY Points Terms from time to time in our absolute discretion. Amendments will be effective as soon as such changes are notified to you in writing from time to time.

      3. Force Majeure

        We will not be liable for any delay or failure to perform our obligations under these PSY Points Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, government sanctions or orders, whether known or unknown at the time the parties enter into these PSY Points Terms) (Force Majeure Event).

      4. Severability

        If any provision of these PSY Points Terms are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of these PSY Points Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.

      5. Entire agreement
        1. These PSY Points Terms constitute the entire agreement of the parties in respect of the subject matter of these PSY Points Terms and supersedes all prior discussions, representations, undertakings and agreements.
        2. None of our agents or representatives are authorized to make any representations, conditions or agreements not expressed by us in writing nor are we bound by any such statements.
    10. Definitions

      In these PSY Points Terms:

      Active Member means, at any point in time, a Member who has used the services of us or a Participating Website in the previous consecutive 18 month period from that point in time;

      Digital Currency means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us;

      Digital Wallet means the applicable "Metamask" location, public key or wallet address, account or storage device which we choose to support for the delivery of PSY Points;

      Loss includes any loss, damage, cost, charge, liability or expense (including legal costs and expenses);

      Members means any individual participating in the PSY Points Program in accordance with these PSY Points Terms;

      Member Benefits means any of the facilities, discounts, services or arrangements offered or available to a Member as a result of the PSY Points Program;

      NFT Collection means any NFT Collection we may advertise from time to time on any Participating Website;

      Own means, with respect to an NFT, any NFT we have issued, that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of ownership is recorded on a blockchain system and you control the private key associated with a Digital Wallet to which the NFT is associated or located;

      Participating Website means any website owned or run by us, or run by one of our partners which allows Members to participate in the PSY Points Program in accordance with these PSY Points Terms;

      Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;

      Privacy Policy means the privacy policy on the Website as may be varied by us from time to time;

      PSY Points Program means the loyalty program whereby Members may be eligible to acquire PSY Points under these PSY Points Terms.

      Qualifying Action means any action or requirement to participate in the PSY Points Program or to redeem or acquire PSY Points as advertised on a Participating Website, or through social media operated by us, from time to time;

      Website means https://psypay.xyz and/or any other website we may operate from time to time;

      Website Terms means the terms and conditions on the Website as may be varied from time to time; and

      Your Jurisdiction means the country or state where you are ordinarily resident or from which you enter into any agreement with us.