Terms of Use

1. Changes to Terms

We may make changes to these Terms from time to time. Any changes to these Terms will be posted on the App and we will indicate the date the Terms were last updated at the top of the updated version of these Terms. You understand and agree that your continued use of the App after we have made any such changes constitutes your acceptance of the new Terms. It is your responsibility to review the Terms posted to the App from time to time to see if they have been updated.

2. Minimum Age

You represent that you are at least 18 years of age (or the age of majority in the State in which you reside). If you are under the age of 18 (or the age of majority in the State in which you reside), but at least 13 years of age, you may use the App only under the supervision of your legal guardian who has agreed to be bound by these Terms. This App is not intended for, and you may not use this App if you are under 13 years of age.

3. Limited Role of the App

The App is a peer-to-peer collectibles management and discovery platform that enables users to catalog, organize, display, and track physical and digital collectibles. The App functions primarily as an inventory management and social discovery tool, allowing users to upload images, descriptions, and metadata of collectibles they own and/or collectibles they are seeking to acquire.

Where available, the App may surface third-party pricing or reference data to provide users with estimated market values for certain collectibles. Such pricing data is provided for informational purposes only and does not constitute an appraisal, valuation guarantee, or offer to buy or sell any collectible.

In future iterations, the App may facilitate user-to-user discovery and communication features, including direct messaging, to allow users to independently negotiate potential trades or sales. Any such interactions occur solely between users and outside the App.

The App does not execute, clear, settle, or otherwise facilitate transactions. Syncd is not a marketplace, broker, dealer, or intermediary and is not a party to any agreement, transaction, or dispute between users.

Syncd may, in the future, offer optional premium services designed to introduce additional trust or process controls at the user's request, such as access to third-party escrow services, grading services, or authentication providers. Any such services, if offered, will be subject to separate terms and may be provided by independent third parties.

You understand and agree that:

• (i) Syncd does not validate, authenticate, appraise, or guarantee ownership, condition, authenticity, or provenance of any collectible, whether physical or digital. You bear sole responsibility for verifying the legitimacy, authenticity, and legality of any collectible you list, view, or interact with through the App.
• (ii) Syncd is not a broker, dealer, exchange, auction house, payment processor, financial institution, creditor, money services business, escrow agent, wallet provider, or custodian.
• (iii) Syncd does not take custody of any collectibles, digital assets, funds, private keys, or user credentials, and does not control or operate any blockchain networks or third-party platforms.
• (iv) Syncd does not execute, facilitate, or process purchases, sales, trades, or transfers of collectibles or digital assets.
• (v) Syncd provides tools for discovery, organization, and user connection only and is not a party to, and has no responsibility for, any transaction, agreement, or dispute between users.
• (vi) Any transactions, transfers, or exchanges of collectibles or digital assets occur independently between users or on third-party platforms outside Syncd's control, and Syncd is not responsible for any losses, delays, disputes, errors, or failures arising from such transactions or platforms.

4. Account Creation and Security

In order to use certain features or functionality of the App, you must establish an account with us (an “Account”). You represent and warrant that any information you provide to us for this purpose or otherwise submit to the App is at all times accurate, current and complete. If any information you provide to us is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate your Account and use of the App. You are not permitted to share, sell, distribute or otherwise transfer your Account or allow your login credentials to be used by any other individual. You are responsible for maintaining the confidentiality of your Account and password (including any related security questions and answers), and for restricting access to your computer or other device used to access your Account. You shall notify us immediately of any unauthorized use of your Account login credentials. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIVITIES OR ACTIONS TAKEN IN CONNECTION WITH YOUR ACCOUNT USING YOUR LOGIN CREDENTIALS, WHETHER OR NOT AUTHORIZED BY YOU. SYNCD WILL NOT BE LIABLE FOR ANY LOSSES INCURRED BY YOU AS A RESULT OF YOUR FAILURE TO COMPLY WITH THIS SECTION.

5. Links to Third Party Sites

The App may contain links to websites, platforms, marketplaces, wallets, or networks owned or operated by third parties or otherwise contain content provided by third parties (“Third Party Materials”). Such Third Party Materials are provided solely as a convenience to you, and Syncd is not responsible for, does not endorse, and makes no representation regarding any Third Party Materials. YOU UNDERSTAND THAT YOUR ACCESS AND USE OF THIRD PARTY MATERIALS ARE AT YOUR OWN RISK.

6. Termination by Syncd; Surviving Terms

Syncd may restrict access to the App in jurisdictions where blockchain-based digital assets, including but not limited to Non-Fungible Tokens and other tokens (collectively the “Digital Assets”), activities are prohibited or regulated. Syncd reserves the right to limit or terminate or suspend your access to or use of the App, in whole or in part, at any time, for any reason, in its sole discretion and without notice to you. Termination of such access or use will not waive or affect any other right or relief to which Syncd may be entitled at law or in equity.

Upon any such termination or suspension, your right to use the App will immediately cease and you must discontinue use of the App and delete or uninstall the App from your mobile device, as applicable. Syncd reserves the right to immediately and permanently deactivate your Account and delete any information or content stored through your Account, including Submissions. In the event of any termination of these Terms, any terms intended to survive such termination shall so survive.

7. Privacy Policy

Please click here to view our Privacy Policy, which applies to personal information collected from or provided by you on the App.

8. App Content

Except for Submissions (defined in Section 11), all content on the App, including but not limited to text, graphics, images, software, features, tools, code, information and other content (collectively, the “Content”), is the property of Syncd and its licensors and is protected under United States and foreign copyright laws and other laws. In connection with your use of the App, Syncd grants you a limited, non-transferable, non-sublicensable, non-exclusive, revocable license to access, view, use, print and download a single copy of the Content for your personal use, provided you do not modify or delete any copyright, trademark or other proprietary notice that appears in the Content. Syncd may revoke this license at any time for any or no reason. Other than as expressly allowed in these Terms, any other use of the App or Content is expressly prohibited. You may not sell or modify Content or reproduce, display, distribute or otherwise use Content in any way for any public or commercial purpose without Syncd's prior written consent. Use of Content on any online or digital platform or in a networked environment other than as expressly authorized herein is prohibited. Unauthorized use of Content may be in violation of copyright, trademark and other laws.

The Content we choose to make available on the App from time to time may be used solely for personal, noncommercial purposes in compliance with all laws and regulations that apply to you.

Without limitation of the foregoing, the App may contain certain content from third parties which may be subject to its own additional license terms and policies. You should refer to the terms and policies posted on third party websites prior to using any such site. Syncd does not endorse, oppose or edit any opinion, claim, or analysis expressed by any third party. You agree that Syncd is not responsible for the substance or accessibility of any Third Party Content accessible through the Apps and understand that you bear all risks associated with your access to and/or use of such content.

9. Use of the App

We expect you to use the App responsibly and to respect the rights of others. You agree that when using the App or submitting any Submissions to the App, you will not:

• access data not intended for you or log onto a server or an account that you are not authorized to use;
• circumvent or modify, attempt to or assist another in circumventing or modifying any security technology or software that is part of the App;
• interfere with service to any other user, or the software, networks or systems that we use to bring the App to you, such as by submitting a virus or overloading, “flooding,” “spamming,” “mailbombing” or “crashing” the App;
• modify, alter or prepare other works based on the App's Content, or distribute copies of or publicly perform or display such Content, such as by posting the Content on any network computer or distributing the Content on or in any media, including any effort to decompile, reverse engineer or otherwise attempt to derive source code, underlying ideas, algorithms, structure or organization of the App;
• use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation any type of spider, web crawler or robot) to navigate, search, and/or extract information from the App other than the search tools available on the App and other generally available third-party web browsers (e.g., Netscape Navigator, Microsoft Explorer);
• transmit or disseminate any kind of material that contains malware, viruses, bots, worms or any other computer code, files or programs that interrupt, destroy or limit the functionality or operation of the App; or
• use the App in a manner that is inconsistent with any and all applicable laws and regulations, including any laws or regulations applicable to Digital Assets.

Any violation of these Terms or unauthorized use of any information or materials displayed on or available from the App may violate copyright laws, trademark laws, laws of privacy and publicity and other laws and regulations and may result in, among other things, termination of your access to the App by Syncd in its sole discretion. We have the right, but not the obligation, to remove any submitted or posted content for any reason.

10. Trademarks

The names, marks and logos appearing in the App's Content are, unless otherwise noted, trademarks owned by or licensed to Syncd. The use of these marks, except as provided in these Terms, is prohibited. From time to time, Syncd makes fair use in the Contents of trademarks owned and used by third parties. Syncd makes no claim to ownership of those marks.

You may not use Syncd's trade name, trademarks, service marks or other intellectual property assets, for promotional, advertising or any other commercial purpose, unless and to the extent Syncd specifically agrees in writing.

11. User Submissions

You are solely responsible for any content, posts, listings, descriptions, comments, suggestions, ideas, photos, videos, or other user-generated content that you create, sent, submit, post, promote, or display on or through or in connection with the App (collectively, “Submissions”). You acknowledge you are granting Syncd a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable license to use, copy, modify, prepare derivative works based on and publicly perform, display and distribute such Submission for current and future business purposes, including providing, promoting, and improving the App and without compensating you in any way. You also grant and are authorized to grant Syncd the right to use, without consideration, any name or likeness you submit with any Submission. You agree this license is effective automatically (without further action by you) when you submit the Submission to Syncd.

You should submit any Submission that: you are legally prohibited from sharing or disclosing to us, contains product or service ideas that you intend to derive revenue from, or includes information you wish to remain confidential. You understand that your Submission is made publicly available and Syncd is not responsible for any use or misuse (including any distribution) by any third party. IF YOU CHOOSE TO SUBMIT ANY PERSONAL INFORMATION THROUGH OR IN CONNECTION WITH THE APP, YOU DO SO AT YOUR OWN RISK.

You represent and warrant that: (i) you own or otherwise control all the rights in any Submission you submit, and (ii) that the Submission is non-infringing and does not otherwise violate the rights of any person or entity and does not contain material that violates any laws. You will indemnify Syncd for all claims resulting from Submissions you submit to the App.

As a user of the App, you are responsible for your communications and the consequences of their posting. Therefore, you agree to not do any of the following things on the App:

• transmit to Syncd material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it;
• send material that reveals trade secrets, unless you own them or have the permission of the owner;
• send material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
• send material that is false or fraudulent;
• send material that is unlawful, harmful, offensive threatening, abusive, defamatory, libelous, harassing, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically or otherwise objectionable;
• send advertisements or solicitations of business;
• send chain letters, pyramid schemes, political campaigning or spam; or
• send material containing viruses or other malware; or impersonate another person.

Syncd is under no obligation to post, forward, transmit, distribute or otherwise provide any material available through the App, including any Submission; accordingly, Syncd has an absolute right to remove any material available through the App in its sole discretion at any time. Syncd reserves the right to expel users and prevent their further access to the App for violating these Terms or the law and reserves the right to remove any communications from the App.

12. Digital Millennium Copyright Act (“DMCA”) Infringement Notice

If you believe that any content or materials available on the App infringes your copyright or the copyright of a person on whose behalf you are authorized to act, you may send a written notice of complaint to our designated copyright agent:

legalnotices@vaneck.com

You must include the following items in your complaint:

• a description of the copyrighted work;
• a description of the material appearing on the App (including where the material appears on the App) that you wish to be taken down;
• your telephone number and either an e-mail address or physical mailing address where we may contact you;
• a statement by you of your good faith belief that the use of the material on the App is not authorized by the copyright owner, the copyright owner's agent or the law;
• a statement by you that the information in your complaint is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf; and
• an electronic or physical signature of the copyright owner or person authorized to act on behalf of the copyright owner.

13. Mobile Device Terms

You agree to use the App in accordance with these Terms and any applicable third party terms, rules or agreements, such as those published by your third-party mobile phone, tablet or device software or operating system (e.g., Apple iOS or Android OS), internet service provider, wireless data service provider, or the third party from whom you are downloading the App using App Store or Google Play (each, an “App Store”), as applicable.

14. Consent to Electronic Communications

When you sign up for an Account through the App, you have, by default, “opted in” to receiving promotional emails from Syncd. You may at any time opt out of receiving such promotional emails by logging into your account and adjusting your profile settings, or by using the opt-out functionality embedded in such promotional emails. We may communicate and transact with you electronically through the App or through other electronic means.

15. WARRANTY DISCLAIMER

While users of the App are bound by these Terms not to submit false material, Syncd is not responsible for the violation of these terms by users, or for the reliance by users upon false or misleading material submitted by other users. SYNCD MAKES NO REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, ONLINE MATERIAL OR THE SUBMISSIONS OR ABOUT THE RESULTS TO BE OBTAINED FROM USING THE APP. YOU ACCESS AND USE THE APP AND ANY OF ITS CONTENT IS AT YOUR OWN RISK.

SYNCD DOES NOT WARRANT THAT THE APP WILL OPERATE ERROR-FREE OR THAT THE APP, CONTENT OR ANY COMPUTER SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL MATERIAL. IF YOUR USE OF THE APP RESULTS IN ANY COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, SYNCD SHALL NOT BE RESPONSIBLE FOR THOSE COSTS OR EXPENSES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AND SYNCD DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

ALL CONTENT, TOOLS, AND FEATURES PROVIDED THROUGH THE APP ARE FOR INFORMATIONAL AND ORGANIZATIONAL PURPOSES ONLY. NOTHING IN THE APP CONSTITUTES LEGAL, FINANCIAL, INVESTMENT, OR TAX ADVICE. USERS ARE SOLELY RESPONSIBLE FOR EVALUATING THE RISKS AND MERITS OF ANY DIGITAL ASSET TRANSACTION. USERS ACKNOWLEDGE THAT THEY MAKE ALL DECISIONS REGARDING DIGITAL ASSETS INDEPENDENTLY AND AT THEIR OWN RISK.

16. LIMITATION OF LIABILITY

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL SYNCD BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, RESULTING FROM YOUR USE OR INABILITY TO USE ANY PART OF THE APP OR ANY LOSS, THEFT OR DESTRUCTION OF ANY DIGITAL ASSETS (WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SYNCD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SYNCD'S AGGREGATE LIABILITY TO YOU, DIRECT OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100).

THE LAWS OF CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSIONS AND LIMITATIONS OF DAMAGES IN THIS SECTION, IN WHICH CASE SYNCD'S LIABILITY FOR DAMAGES IN CONNECTION WITH THESE TERMS IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.

17. Indemnification

By using the App, you agree to defend, indemnify and hold harmless Syncd, its affiliates, subsidiaries, and any related licensors, and their respective officers, directors, employees, contractors, agents, and representatives (collectively, the “Syncd Parties”) from and against any and all losses, actions, claims, damages, fines, costs and expenses (including reasonable legal and accounting fees) arising from or related to (i) your access and use of the App and the Submissions; (ii) your violation of these Terms; (iii) any unauthorized access or misuse of the App, Content, Submissions or your Account using your login credentials; or (iv) any Submissions submitted by you through the App. Syncd reserves the right to assume or participate, at your expense, in the investigation, settlement and defense of any such action or claim. Each of the Syncd Parties is a third-party beneficiary of this indemnification provision, with full rights to enforce its terms against you.

18. Governing Law

These Terms of Use shall be governed by the laws of the State of Delaware, regardless of conflict of laws principles. You agree that any claim or action in connection with these Terms of Use will be brought exclusively in the state or federal courts located in New York, New York.

19. Export Control

Syncd controls and operates the App from the United States and does not claim that any part of the App is appropriate or may be accessed or used outside of the United States. Access to the App may not be legal by certain persons or in certain countries. If you access the App from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the App. You agree to comply with all U.S. or other export and re-export control restrictions. You represent and warrant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or similar restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) listed on any U.S. government lists of prohibited or restricted parties.

20. General

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any provision in these Terms shall be a further or continuing waiver of such provision or any other provision in these Terms. The section names in the Terms are for convenience only and have no legal or contractual effect. You may not assign these Terms, or any of your rights or obligations hereunder, without the prior written consent of Syncd. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms at any time without your prior consent. Except as expressly provided elsewhere in the App, these Terms and any other terms and conditions expressly incorporated by reference into these Terms by Syncd constitute the entire agreement between you and Syncd with respect to your use of the App.

21. Contact Information

If you have any questions, comments or concerns about the App or these Terms of Use or need to provide notification to Syncd, please contact us at:

Telephone Number: 212-293-2000