Colosseum Terms of Service
Last updated: January 23, 2024

Scope
These terms, and the accompanying privacy policy at https://www.colosseum.org/privacy-policy,
which is incorporated into and a part of these terms, govern the use of the Colosseum website athttps://www.colosseum.org and the associated tools and services, including https://arena.colosseum.org.
Collectively, the website and the associated tools and services are referred to as the “Services” inthese terms. The operator may offer other products and services.
The Services do not include outside websites or platforms which may be linked or interconnectedto the Services. Such outside platforms may have their own terms of service, which control for
all transactions on such platforms. These outside platforms may include, but are not limited to:
The operator is not responsible for any transactions on other platforms and disclaims all
liability for such transactions.
These terms include important provisions governing your use of the Services. These provisions
affect such matters as your right to use the Services, actions you are prohibited from taking
with respect to the Services, disclaimers regarding liability, and your waiver of the right tobring a suit in a court of law and to a jury trial. Before using the Services, make sure that you
read and understand all of these terms and the accompanying privacy policy at https://www.colosseum.org/privacy-policy.
Colosseum Org LLC, a Delaware limited liability company, operates the Services. It and its
affiliates are referred to in this document as the “operator,” “we,” or “us.”Important Terms
These terms include a number of especially important provisions that affect your rights andresponsibilities, such as the disclaimers in Disclaimers, limits on the operator’s legal liability toyou in Limits on Liability, your agreement to reimburse the operator for problems caused byyour misuse of the Services in Your Responsibility, and an agreement about how to resolve
disputes in Disputes.

Your Permission to Use the Services
Subject to these terms, the operator gives you permission to use the Services. You can’t transfer
your permission to anyone else. Others need to agree to these terms for themselves to use theServices.

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Conditions for Use of the Services
Your permission to use the Services is subject to the following conditions:
1. You must be at least eighteen years old.
2. You may no longer use the Services if the operator tells you that you may not.
3. You must follow Acceptable Use and Content Standards.

Acceptable Use
1. You may not break the law using the Services. If we determine that you have broken
the law, we will revoke your access.
2. You may not use or try to use anyone else’s account on the Services (or to connect withanyone else’s wallet) without their specific permission.
3. You may not buy, sell, or otherwise trade usernames or other unique user or accountidentifiers on the Services.
4. You may not make publicly available the personal information of other people using theServices.
5. You may not send advertisements, chain letters, or other solicitations through theServices, or use the Services to gather addresses for distribution lists (except to the extent
expressly provided by the functionality of the Services).
6. You may not falsely imply that you’re affiliated with or endorsed by the operator.
7. You may not remove any marks showing proprietary ownership from materials you
download from the Services.
8. You may not disable, avoid, or circumvent any security or access restrictions of theServices.
9. You may not strain infrastructure of the Services with an unreasonable volume ofrequests, or requests designed to impose an unreasonable load on information systems
the operator uses to provide the Services.
10. You may not “screen scrape” or otherwise use any automated means to access theServices or collect any information from the services, except to index the public-facing
portions of the Services for a search engine.
11. You may not impersonate others through the Services.
12. You may not reverse engineer or “decompile” any of the Services.
13. You may not use a modified device to use the Services if the modification is contrary to
the manufacturer’s software or hardware guidelines, including disabling hardware orsoftware controls—sometimes referred to as “jail breaking.”
14. You may not encourage or help anyone in violation of these terms.

–2–15. You are not a resident, national, or agent of the Crimea region, Cuba, Iran, North Korea,
Syria, or any other country to which the United States, the United Kingdom, or theEuropean Union embargoes goods or imposes similar sanctions.
16. You may not have been identified as a Specially Designated National or placed on any
sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, theU.S. Commerce Department, or the U.S. Department of State; and you will not use our
Services to conduct any illegal or illicit activity.
17. You have not been placed on any of the following lists: European External Action Service
Consolidated Financial Sanctions List; EU Terrorist List; FATF Non-Cooperative
Countries and Territories; Federal Bureau of Investigation Most Wanted Terrorists &Seeking Information; Bank of England Sanctions List; HM Treasury Sanctions List;
Politically Exposed Persons List; World Bank Ineligible Firms; Department of Foreign
Affairs and Trade Consolidated List.

Content Standards
1. You may not engage in conduct or submit content to the Services that is illegal,
defamatory, offensive, or otherwise harmful to others. This includes, but is not limited to,
conduct or content that is harassing, inappropriate, expressing racial or other bigotry, and/or abusive.
2. You may not engage in conduct or submit content to the Services that violates the law,
infringes anyone’s intellectual property rights, violates anyone’s privacy, or breaches
agreements you have with others.
3. You may not submit content to the Services containing malicious computer code, such as
computer viruses or spyware.
4. You may not submit content to the Services as a mere placeholder to hold a particularaddress, username, or other unique identifier.
5. You may not use the Services to disclose information from or about others that you don’t
have the right to disclose.
6. The “Content Standards” in this section extend to any content hosted on any other site orservice and “embedded” in or otherwise connected to the Services.
7. The operator shall have the sole right to determine whether any of the provisions in this“Content Standards” section have been violated.

Enforcement
1. The operator may investigate and prosecute violations of these terms to the fullest legal
extent. The operator may notify and cooperate with law enforcement authorities inprosecuting violations of the law and these terms.

–3–2. The operator reserves the right to change, redact, and delete content on the Services forany reason. If you believe someone has submitted content to the Services in violation ofthese terms, contact the operator immediately. See Contact.
3. The operator may, at any time and in its sole discretion, refuse any transaction or transfer
request submitted via the Services, impose limits, or impose any other conditions or
restrictions upon your use of the Services, without prior notice. The operator may also
make the Services unavailable at any time, in its sole discretion.

Your Information
You agree to:
1. Provide accurate, current and complete information about you if requested by any
registration or subscription forms on the Services or otherwise requested by the operator;
2. Maintain the security of your password and identification;
3. Maintain and promptly update any information you provide to the operator, to keep it
accurate, current and complete;
4. Promptly notify the operator regarding any material changes to information or
circumstances that could affect your eligibility to continue to use the Services or theterms on which you use the Services; and5. Be fully responsible for all use of your account on the Services and for any actions thattake place using your account.

Know Your Customer
1. You acknowledge that the operator and its partners may perform Know Your Customer(“KYC”) procedures on the information you provide, as required by internal policies andas required by applicable guidelines or regulations. You consent to such KYC procedures.
2. You agree that this is a general requirement and in compliance with regulatory rules andguidance, and in no way creates or is deemed to be any form of recommendation or
advice by the operator.
3. The operator may in its sole and absolute discretion decline to accept any person’srequest in anything, at any time, with no requirement for any reason or explanation; youagree that such decline(s), if any, shall not constitute an opinion, recommendation or
investment, legal or tax advice by the operator.

Background Checks
1. The operator may perform background checks on users as required by applicableguidelines or regulations. These background checks will seek to confirm whether a user’sname and identity matches the identity of anyone listed on a terrorist or criminal databaseor watch list or is associated with any foreign government. You consent to suchbackground checks.

–4–2. With respect to background checks, the data and information contained in ourinvestigations is obtained from numerous regulatory, private, and public sources and isthought to be reliable.
3. Background check information is shared with our partners as necessary to facilitate theServices.
4. We and or our partners may have legal obligations under the USA Patriot Act or otherapplicable laws designed to detect money laundering or other crimes, including
obligations to report suspicious activity. We reserve the right to deny any individual theright to access products that are otherwise available on the Services for any reason,
including, without limitation, as a result of information obtained in connection withbackground checks and whether or not such information is accurate, truthful or complete.

Your Content
1. The operator is not obligated to review or edit any user-submitted content on theServices.
2. Nothing in these terms gives the operator any ownership rights in content or intellectual
property that you share with the Services, such as your account information and content
you submit to the Services. Nothing in these terms gives you any ownership rights inthe operator’s content or intellectual property, either. Unless otherwise noted, the operator
owns the intellectual property of the Services and all content it has posted.
3. Between you and the operator, you remain solely responsible for content you submit to
the Services. You agree not to wrongly imply that content you submit to the Services isfrom, sponsored by, or approved by the operator. These terms do not obligate
the operator to store, maintain, or provide copies of content you submit.
4. Content you submit to the Services belongs to you, and you decide how to license it toothers. But at a minimum, you license the operator to provide content that you submit to
the Services to other users of the Services. That special license allows the operator tocopy, publish, and analyze content you submit to the Services.
5. When content you submit is removed from the Services, whether by you or by
the operator, the operator’s special license ends when the last copy disappears fromthe operator’s backups, caches, and other systems. Other licenses you give for yourcontent may continue after your content is removed. Those licenses may give others, orthe operator itself, the right to share your content through the Services again.
6. Others who receive content you submit to the Services may violate the terms on which
you license your content. You agree that the operator will not be liable to you for thoseviolations or their consequences.
7. The operator reserves the right to terminate, in its sole discretion, the accounts of any
users who repeatedly infringe the intellectual property of others.

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1. Unless otherwise stated, the operator and/or its licensors own the intellectual property
rights for all material in the Services. Certain images or videos appearing on the Services
may belong to third parties, in which case the operator is using such images as a fair andpermissible use and/or with the consent of the copyright holder. All intellectual property
rights are reserved.
2. You may view and/or content in the Services for your own personal use subject torestrictions set in these terms and conditions.
3. You may not republish, sell, rent, sub-license, reproduce, duplicate, or copy content fromthe Services, except with regard to your own content, or content to which you hold asuitably permissive license.
4. You may not redistribute content from the services unless such content is specificallydesignated for redistribution.
5. Nothing in these terms confers any license to any intellectual property rights, except as
explicitly stated.

DMCA
If you believe that any material on the Services infringes upon any copyright which you own orcontrol, you may send a notification of such infringement to us at hello@colosseum.org.
To meet the notice requirements under the Digital Millennium Copyright Act (“DMCA”), thenotification must be a written communication that includes the following:
1. A physical or electronic signature of a person authorized to act on behalf of the owner ofan exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple
copyrighted works are covered by a single notification, a representative list of suchworks;
3. Identification of the material that is claimed to be infringing or to be the subject of
infringing activity and that is to be removed or access to which is to be disabled, andinformation reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as
an address, telephone number and, if available, an electronic mail address at which thecomplaining party may be contacted;
5. A statement that the complaining party has a good-faith belief that use of the material in
the manner complained of is not authorized by the copyright owner, its agent or the law;
and

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6. A statement that the information in the notification is accurate, and under penalty of
perjury, that the complaining party is authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.

Your Responsibility (Indemnification)
You agree to reimburse the operator for all the costs of legal claims by others related to yourbreach of these terms, or breach of these terms by others using your account. Both you andthe operator agree to notify the other side of any legal claims you might have to reimburse
the operator for as soon as possible. If the operator fails to notify you of a legal claim promptly,
you won’t have to reimburse the operator for costs that you could have defended against or
lessened with prompt notice. You agree to allow the operator to take over investigation, defense,and settlement of legal claims you would have to reimburse the operator for, and to cooperatewith those efforts. The operator agrees not to enter any settlement that admits you were at fault
or requires you to do anything without your permission.

Disclaimers
1. You accept all risk of using the Services and their content. As far as the law allows,
the operator provides the Services and its content “as is,” without any warranty
whatsoever. The operator expressly disclaims, and you expressly waive, any
representations, conditions or warranties of any kind, including, without limitation, theimplied or legal warranties and conditions of merchantability, merchantable quality,
quality or fitness for a particular purpose, title, security, availability, reliability, accuracy,
quiet enjoyment and non-infringement of third-party rights.
2. You confirm that you accept all risk associated your personal financial,cryptocurrency, and other crypto asset holdings, staking, and transfers. You agree
and acknowledge that the operator is not responsible or liable for any loss, harm, or
damage, of any kind, related to or arising from your use of the Services, or arising fromdisclosure of your personal wallet “key,” even if such loss may be attributed to anerror or “bug” in the Services.
3. We do not warrant that the Services will be compatible with your mobile device or
carrier. Your use of the Services may be subject to the terms of your agreements withyour mobile device manufacturer or your carrier.
4. At any time, your access to your tokens or other cryptocurrency assets may be suspended
or terminated or there may be a delay in your access or use which may result in yourtokens or other cryptocurrency assets diminishing in value or you being unable tocomplete a smart contract.
5. The website may hyperlink to and integrate websites and services run by others.
The operator does not make any warranty about services run by others, or content they
may provide. Use of services run by others may be governed by other terms between you
and the one running service.

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6. You agree that you understand the inherent risks associated with cryptographic systems,
including hacking risks and future technological development.
7. You agree that you have an understanding of the usage and intricacies of native
cryptographic tokens. You acknowledge and understand that with regard to any
cryptographic tokens “stored” in a wallet to which you have custody, you alone areresponsible for securing your private key(s). We do not have access to your privatekey(s). Losing control of your private key(s) will permanently and irreversibly deny you
access to blockchain resources and your blockchain wallet.
8. You agree that with regard to any cryptographic tokens or other assets stored on resources
hosted by the operator, the operator is not liable to you for any loss, failure, or
unavailability of any kind, of such tokens or assets, for any reason.
9. Regardless of anything to the contrary in these terms, nothing in these terms is a waiver,and we will not assert there has been a waiver, that would not be permissible under
Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of1934, or any other applicable provision of federal and state securities laws.
10. The information and services provided on the Services are not provided to, and may not
be used by, any person or entity in any jurisdiction where the provision or use thereof
would be contrary to applicable laws, rules or regulations of any governmental authority
or where the operator is not authorized to provide such information or services. Some
products and services described on the Services may not be available in all jurisdictions
or to all clients.
11. The operator is not registered, licensed, or supervised as a broker dealer orinvestment adviser by the SEC, the Financial Industry Regulatory Authority(FINRA), or any other financial regulatory authority or licensed to provide any
financial advice or services. The information contained herein neither constitutes anoffer for nor a solicitation of interest in any specific securities offering. For any
proposed offering pursuant to an offering statement that has not yet been qualified
by the SEC, no money or other consideration is being solicited, and if sent inresponse, will not be accepted.
12. You acknowledge that the operator and its affiliates do not provide investment, legal, or
financial advice, or a recommendation of securities or investments, and that you are notrelying on the operator or any of its affiliates, officers, directors, partners, agents or
employees in making an investment decision. Always consider seeking the advice of aqualified professional before making decisions regarding your business and/or
investments. The operator does not endorse any investments and shall not be responsible
in any way for any transactions you enter into with other users. You agree that theoperator and its affiliates, officers, directors, partners, agents or employees will not beliable for any loss or damages of any sort incurred as a result of any interactions between
you and other users.

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13. It is your responsibility to determine what, if any taxes may apply to the transactions you
complete that may be related to the Services and it is your responsibility to report andremit the appropriate tax to the relevant taxing authorities. You agree that the operator is
not responsible for determining whether taxes apply to the exchanges that may be related
to the Services.

Limits on Liability
1. As far as the law allows, neither you nor the operator will not be liable
to the other for any: (1) financial losses; (2) loss of use, data, business or
profits; or (3) indirect, special, consequential, exemplary, punitive, or
any other damages arising out of or relating to the Services or theseTerms of Service.
2. Both you and the operator acknowledge that the limitations of liability in this section arematerial provisions of these Terms of Service, and that absent those limitations ofliability, one or both of the parties would have declined to enter into the Terms of Service
on the economic and other terms stated in it.

3. To the extent not expressly prohibited by law, both you and the operator
knowingly, voluntarily, intentionally, permanently, and irrevocably:a. AGREE that the rights and obligations of both you and the operator that arise outof or relate to the Services, or any transaction or relationship resulting from theServices or these Terms of Service, are to be defined solely under the law ofcontract in accordance with the express provisions of these Terms of Service; andb. WAIVE any such obligations allegedly owed by you or the operator that are notexpressly stated in these Terms of Service, whether those obligations are alleged
to arise in (for example) quasi-contract; quantum meruit; unjust enrichment;
promissory estoppel; tort; strict liability; by law (including for example any
constitution, statute, or regulation); or otherwise.
4. You and the operator specifically agree that each limitation of liability in this section is to
apply:
a. to both you and the operator, and to the affiliates, agents, and associatedindividuals of both you and the operator;
b. to all claims for damages or other monetary relief, whether alleged to arise incontract, tort (including for example negligence, gross negligence, or willful
misconduct), or otherwise;c. regardless whether the damages are alleged to arise in contract, negligence, grossnegligence, other tort, willful misconduct, or otherwise;d. even if the allegedly liable party was advised, knew, or had reason to know of thepossibility of excluded damages and/or of damages in excess of the relevant
damages cap, if any; and–9–

e. even if one or more limited remedies fail of their respective essential purposes.

5. Except as expressly stated otherwise in the Agreement: The cumulative
total liability of both you and the operator, for any and all breaches ofthese Terms of Service, is not to exceed one hundred US Dollars($100.00 USD) OR the amount paid by you to the operator as fees forthe use of the Services (if any), whichever is larger.
6. Both you and the operator expressly agree not to seek damages in excess of any
applicable limitation of liability stated in these Terms of Service.
7. Both you and the operator acknowledge that some jurisdictions might not permit
limitation or exclusion of remedies under some circumstances, in which case some or allof the limitations of liability stated in this section might not apply; this sentence, though,is not to be taken as a concession that any particular limitation or exclusion should not
apply.

Termination
1. Either you or the operator may end this agreement at any time. When this agreement
ends, your permission to use the Services also ends.
2. If you violate any provision of this agreement for any reason, this agreement willautomatically terminate and you must cease and desist from any further use of theServices.
3. Any section of this agreement, that by its nature should continue after this agreement
terminates, will continue after this agreement terminates.

Disputes
1. The law of Delaware will govern these terms and all legal proceedings related to theseterms or your use of the Services.
2. We both agree that all disputes related to the Services under these terms will be heard byarbitration. The arbitration will be in English, heard by one arbitrator, and conducted by
JAMS.
3. The arbitration will be conducted under JAMS’ Comprehensive Arbitration Rules &Procedures, and in accordance with the Expedited Procedures in those rules, except as
modified by these terms. The JAMS rules are available at https://www.jamsadr.com/.
4. The arbitrator’s judgment will be final and enforceable in any court of competentjurisdiction.
5. The seat of the arbitration will be Wilmington, Delaware; but the arbitration will be
conducted remotely to the extent permitted by the arbitration rules in effect.
6. We both agree to maintain the confidential nature of any arbitration proceeding and any
award, except as may be necessary to prepare for or conduct any arbitration hearing.

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7. As a limited exception to the requirement for arbitration, both sides retain the right toseek injunctive or other equitable relief from a court to prevent (or enjoin) the
infringement or misappropriation of intellectual property rights.
8. If, for any reason, a dispute is heard in a court of law, both sides agree to bring any
proceedings related to this agreement (other than the enforcement of a judgment) only incourts of competent jurisdiction in the location of the operator’s incorporation.
9. Neither you nor the operator will object to jurisdiction, forum, or venue in those courts.
10. Both sides waive their rights to trial by jury, and agree to bring any legal claims
related to this agreement as individuals, not as part of a class action or otherrepresentative proceeding.

General Terms
1. If a section of these terms is unenforceable as written, but could be changed to make it
enforceable, that section should be changed to the minimum extent necessary to make it
enforceable. Otherwise, that section should be removed, and the others should be
enforced as written.
2. You may not assign this agreement. The operator may assign this agreement to any
affiliate of the operator, any other company that obtains control of the operator, or any
other company that buys assets of the operator related to the Services. Any attempt toassign against these terms has no legal effect.
3. Neither the exercise of any right under this agreement, nor waiver of any breach of thisagreement, waives any other breach of this agreement.
4. These terms, plus the terms on any Services incorporating them by reference, are all theterms of agreement between you and the operator about use of the Services. Thisagreement entirely replaces any other agreements about your use of the Services, written
or not.

Contact
1. You may notify the operator under these terms, and send questions to the operator, using
the contact information they provide.
2. The operator may notify you under these terms using the e-mail address you provide foryour account on the Services, or by posting a message to the homepage of the Services or
your account page.

Changes
1. The operator may update the terms of service for the Services. The operator will post all
updates to the Services. The operator may also announce updates with special messages
or alerts on the Services.

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2. Once you get notice of an update to these terms, you must agree to the new terms in orderto keep using the Services.

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