Token Workshop, Inc., a company organized under the laws of the State of Delaware (“TokenWorks,” “we,” “us,” “our”), owns and operates TokenWorks, the Site(s) and all related subdomains and URLs in connection with the TokenWorks Season 2 NFT campaign (“Season 2” or “S02”). These Terms of Service (“S02 Terms”) govern participation in the TokenWorks Season 2 NFT campaign made available through the Site https://www.s02.works/ and related interfaces. By accessing the Site, minting an S02 NFT, or interacting with the S02 smart contracts, you agree to be bound by these S02 Terms. If you do not agree, do not participate.
TokenWorks is a technology service provider and smart contract developer building open-source, non-custodial, and experimental tools for emerging on-chain systems, digital culture, and decentralized networks. The Services include autonomous blockchain-based mechanisms, protocols, or smart contract architectures designed by TokenWorks that enable, execute, or encode defined sets of blockchain interactions, rules, or conditions relating to digital assets, NFTs, tokens, or other blockchain-based records. TokenWorks does not custody user assets and does not control or direct how third parties interact with or deploy such smart contracts once published to a blockchain.
PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND TOKENWORKS. ASPECTS OF THESE TERMS LIMIT CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA (AMERICAN ARBITRATION ASSOCIATION) RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF.
1. THIS IS A BINDING AGREEMENT BETWEEN YOU AND TOKENWORKS
These Terms of Service (“Terms” or “Agreement”) are entered into between You and TokenWorks. These Terms govern your access to and use of the Site(s), participation in S02, interaction with our Smart Contracts either through the Site(s) or directly through the relevant Smart Contract network (i.e., Ethereum), and any other software, websites, applications, APIs, webtools, third-party tools, experiences, features, or functionalities provided on or in connection with the Site(s) and all successor Site(s) thereto (collectively, the “Services”). For the purposes of these Terms, “you” includes both you, the individual person or entity, and any digital wallet that you act on behalf of or use to access the Services.
Without limitation, these Terms govern your voluntary use of our Site or Services – whether past, present or future – for any purpose, including to view, connect, or interact with our Smart Contracts, hold a S02 NFT, or to otherwise initiate any blockchain transactions using your digital wallet through the Site. By continuing to use the Services, connecting a wallet, or initiating any transaction, you ratify and reaffirm that all prior activity conducted through the Services is and has been subject to these Terms as if they had been in effect at the time such activity occurred.
You acknowledge and agree that your access to and use of the Services is further governed by, and subject to, any technical specifications, operational descriptions, smart contract addresses, interface disclosures, explanatory materials, and related information made available through the Site (including https://www.s02.works/), any official documentation pages, and any communications published through TokenWorks' official X account (https://x.com/token_works) or other Company-designated channels (collectively, the “Documentation”). Such Documentation is incorporated by reference into these Terms. In the event of any inconsistency between the Documentation and these Terms, the publicly deployed smart contract code shall control, followed by these Terms. You are solely responsible for reviewing the Documentation and the applicable smart contract code prior to minting, deploying, or interacting with any NFT, token, or on-chain mechanism made available through the Services, and you represent and warrant that you understand and accept the functionality, parameters, limitations, and irreversible operation described therein.
YOU ACKNOWLEDGE AND REAFFIRM YOUR AGREEMENT TO THESE TERMS EACH TIME YOU ACCESS THE SITE, USE THE SERVICES, CONNECT YOUR DIGITAL WALLET THROUGH THE SITE, INITIATE TRANSACTIONS FROM YOUR DIGITAL WALLET THROUGH THE SITE, OR OTHERWISE PERFORM ANY ACTION ON OR THROUGH OUR SITE OR SMART CONTRACTS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY AND PERMANENTLY DISCONTINUE YOUR ACCESS AND USE OF THE SERVICES.
2. THE SMART CONTRACTS
The Season 2 campaign and related functionality are implemented through publicly deployed smart contracts on the Ethereum blockchain, including but not limited to the following contract addresses (collectively, the “S02 Smart Contracts”):
- FundingWorks: 0xb33d806a94B6770C9d309E0842a75f8E6edCd5A6
- Signature: 0x38B2D254Cd935AC6f5a1BE4ce2847b2AC63498ed
- Renderer: 0x7d8D619bc2b65f3405c1170331fc3637d5cA6ADA
- FW2Token: 0xE1f5F8CCCcb6524E7D91fC4eD2395981c20dDD2b
- FW2Hook: 0x861856968A018cF02F4be5c4710B1D12C06b60C0
Together with any verified source code associated with those addresses and any interdependent contract relationships. You may review the verified source code for each smart contract by visiting https://etherscan.io, entering the applicable contract address in the search bar, navigating to the “Contract” tab on the contract's page, and selecting “Code” (or “Read Contract” / “Write Contract”) to view the published source and interface details.
These contract addresses, their source code, and their on-chain configuration are hereby incorporated by reference into these Terms. The S02 Smart Contracts operate autonomously and deterministically according to their deployed code, and such code exclusively governs minting, rendering, signature validation, hook logic, burn functionality, and any associated programmatic mechanics. In the event of any inconsistency between these Terms, the Site, public communications (including content published on the official TokenWorks X account), or other Documentation, the deployed smart contract code at the above addresses shall control. You acknowledge and agree that you are solely responsible for independently reviewing and understanding the S02 Smart Contracts prior to interacting with them, that blockchain transactions are irreversible and final, and that TokenWorks does not and cannot alter, pause, reverse, or rescind transactions executed through the S02 Smart Contracts once deployed. Your interaction with any of the above contract addresses constitutes acceptance of their immutable operation and all outcomes produced by their code.
3. SEASON 2 MECHANICS
Season 2 (“S02”) consists of the minting of work of digital art recorded on the Ethereum blockchain as a non-transferable, soulbound NFT through the S02 Smart Contracts during a limited mint window beginning February 23, 2026 at 12:00 PM PST and continuing for five (5) days, unless otherwise extended or modified as reflected in the deployed smart contract code. Each S02 NFT may be minted for 1 ETH, plus applicable network gas fees, subject exclusively to the rules encoded in the S02 Smart Contracts.
Upon mint, the Smart Contracts programmatically allocate the mint proceeds according to deterministic on-chain logic. As encoded in the deployed Smart Contracts: (i) a defined portion of the mint proceeds (currently 80%) is programmatically associated with the S02 NFT and subject to a time-based unlocking schedule over approximately one (1) year; (ii) a defined portion (currently 10%) is unlocked at mint; and (iii) a defined portion (currently 10%) may be programmatically routed or utilized for token acquisition, reserve formation, or other automated on-chain mechanisms designated for the TokenWorks team, affiliates, or related addresses, all as expressly encoded in the applicable Smart Contract logic. The foregoing description is a high- level summary only; the Smart Contract code exclusively governs the precise percentages, timing, calculations, and operational mechanics. Unlocking does not constitute interest, yield, return, or profit; it reflects only the programmed release of previously allocated ETH per the Smart Contract code.
S02 NFTs are non-transferable and soulbound by design. They cannot be sold, assigned, transferred, listed, or traded on secondary marketplaces. Any burn, redemption, or return functionality—if available—is governed solely by the Smart Contract logic and may be time- dependent, conditional, reduced, or unavailable depending on when and how the burn function is invoked. Any return of ETH, if permitted by code, is programmatic, formula-based, and not guaranteed beyond the deterministic operation of the Smart Contract.
S02 NFTs do not represent equity, ownership, profit participation, governance rights, revenue share, or any financial interest in TokenWorks or any other entity. The unlocking mechanics described above do not constitute yield, interest, dividends, staking rewards, investment returns, or any promise of appreciation. All ETH flows, allocations, reservations, purchases, and burns occur exclusively pursuant to immutable smart contract code and not through discretionary management by TokenWorks. The S02 Smart Contracts are autonomous, non-custodial, and irreversible once deployed. All minting, unlocking, allocation, burn, and related functions are governed exclusively by the deployed code at the contract addresses identified in these Terms. In the event of any inconsistency between this summary and the on-chain code, the on-chain code shall control in all respects. You are solely responsible for reviewing and understanding the Smart Contract code prior to minting or interacting with S02.
Participation in Season 2 is voluntary and experimental. The S02 campaign is a digital art and on-chain mechanics experiment. No financial return, profit, liquidity, or economic benefit is promised or implied. Except as otherwise defined by the Smart Contract code, all mints are final. No refunds, cancellations, or chargebacks except as permitted by the Smart Contract logic.
4. ELIGIBILITY
To participate in TokenWorks S02, you must:
- Be at least 18 years old.
- Have the legal capacity to enter into binding agreements.
- Not be located in a jurisdiction where participation would violate applicable law.
- Comply with all applicable laws and regulations.
Participation may be void where prohibited.
5. YOU ARE RESPONSIBLE FOR YOUR OWN WALLET
Your digital wallet address functions as your identity for purposes of the Services. You are solely responsible for maintaining the security of your wallet, private keys, seed phrases, and any associated credentials. TokenWorks does not and cannot access your wallet, recover lost keys, or reverse any transaction initiated from your address. All actions taken using your wallet, whether authorized by you or not, shall be deemed to be taken by you. You agree to promptly discontinue use of the Services and secure your wallet if you suspect any compromise, and you acknowledge that TokenWorks has no responsibility or liability for any unauthorized access to or use of your wallet.
6. MODIFICATIONS
TokenWorks reserves the right to change or modify these Terms or any aspect of the Services at any time in our sole discretion. If we make material changes, we will use reasonable efforts to provide notice of such changes, such as by updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Services, you confirm your acceptance of the revised Terms effective as of the date they are updated. It is your sole responsibility to review these Terms periodically to ensure you understand the terms and conditions that apply when you access or use the Services.
To the extent any aspect of our Smart Contracts conflicts with these Terms, the publicly deployed Smart-Contract code shall control. Before invoking any Smart Contract function or performing any blockchain transaction, you will have the ability to review such transaction through Your digital wallet provider (i.e., MetaMask). You represent and warrant that you have reviewed, understand, and consent to the operation of all Smart Contracts that you interact with through the Site.
In the event of a blockchain fork, upgrade, or migration, TokenWorks may determine, in its sole discretion, whether and how to support any resulting network or token. TokenWorks bears no responsibility for any loss, incompatibility, or duplication of assets arising from such events.
7. LEGAL CAPACITY TO USE THE SERVICES
You expressly represent and warrant that you have the right, authority, and capacity to enter into this Agreement on behalf of yourself and any third-party individual, entity, or digital wallet for which you are acting. You must be over the age of majority in your jurisdiction. Users under eighteen (18) may only use the Services through a parent or guardian who separately agrees to these Terms.
If you use our Services on behalf of another person, a company, partnership, protocol, smart contract, DAO, project, or other entity, “you” includes both you and that entity, and you represent that (i) you are authorized to bind the entity to these Terms, (ii) you are authorized to initiate blockchain transactions on its behalf, and (iii) you agree to these Terms on the entity's behalf.
8. YOUR LEGAL RESPONSIBILITIES
You are solely responsible for determining, understanding, and complying with all legal, regulatory, and tax obligations that may apply to your access to or use of the Services, including but not limited to laws relating to securities, commodities, derivatives, money transmission, taxation, sanctions, export controls, anti-money laundering, and counter-terrorist financing in any jurisdiction that may be applicable to you. TokenWorks does not provide legal, tax, financial, or investment advice, does not assess the suitability of the Services for any user, and does not determine, calculate, withhold, report, or remit any taxes, duties, or governmental fees arising from your blockchain transactions or use of the Services. You agree that you will not access or use the Services or interact with any Smart Contracts in a manner that violates applicable law or regulations, including by engaging in unlawful trading, market manipulation, sanctions evasion, or any prohibited financial activity. Nothing contained in these Terms, on the Site, in any documentation, or in any communication or statement by TokenWorks, including statements made through the official TokenWorks X (formerly Twitter) account (@token_works), shall be construed as legal, tax, investment, or regulatory advice, nor as a recommendation or solicitation to engage in any financial transaction.
9. DATA PRIVACY
All blockchain interactions are publicly viewable on their respective networks. By using the Services, you understand that your wallet address and transaction data may be publicly accessible and permanently recorded on the blockchain. TokenWorks does not control and cannot delete or obscure such information.
10. THE SERVICES RELY ON EXPERIMENTAL TECHNOLOGIES
The Services interact with public blockchains, including but not limited to Ethereum, Ethereum Layer-2 (L2) Networks, and other networks, protocols, and smart contracts not designed by or controlled by TokenWorks. These networks may involve the operation of self-executing smart contracts that are deterministic, irreversible, and under the control of third-parties. TokenWorks provides tools to enable voluntary interaction with these technologies through compatible digital wallets. Your use of these technologies involves significant risks—including hacks, Smart Contract vulnerability, malicious actors, Sybil attacks, exploits, bugs, and regulatory uncertainty—for which TokenWorks has no control and bears no responsibility. TokenWorks does not and cannot guarantee uninterrupted access, error-free operation, functionality, or compatibility of any smart contracts, assets, or protocol to which any of our Smart Contracts interact, invoke, or otherwise functionally depend upon, nor does it guarantee that other users of the Smart Contracts will not engage in malicious or deceptive behavior. You acknowledge that all blockchain transactions are final and irreversible, that transaction fees (“Gas Fees”) are set by network demand, and that TokenWorks has no control over Gas fees. TokenWorks does not and cannot verify or confirm the authenticity, source, or success of any blockchain transaction initiated through the Services. You are solely responsible for ensuring that all transaction data, wallet addresses, smart contract interactions are accurate. TokenWorks disclaims all liability for failed, stuck, or front-run transactions, including those affected by network congestion, maximal extractable value (MEV), malicious third parties, or third-party RPC node errors. The Services are experimental prototypes provided solely for educational, artistic, and informational purposes. TokenWorks makes no representations that the Services will operate in any particular manner or produce any economic return. You acknowledge that the Services are not deployed for profit generation, investment solicitation, or speculative trading.
11. THE TOKENWORKS SMART CONTRACTS ARE NON-CUSTODIAL
TokenWorks' Smart Contracts are non-custodial and autonomous. You retain full custody and control of your digital wallet and deployed smart contracts. TokenWorks never takes possession of or controls any User assets or private keys. TokenWorks never has custody or possession of any of your assets or any NFT assets held within any protocol accessible through the Site. TokenWorks will never ask for or require knowledge of your private keys. TokenWorks does not act as an intermediary, broker, money-services business, or fiduciary.
TokenWorks may facilitate access to third party Smart Contracts or services through the Site. TokenWorks assumes no duty to facilitate access to, maintain, or otherwise make available for you to use any particular functions or aspects of the Smart Contracts. You understand and agree that you are able to make full technical use of our Smart Contracts, and your deployed Smart Contracts, without using the Site and that you do not need to rely upon the Site or Services to make use of our Smart Contracts, or any of your assets.
12. USER CONSENTS TO PROGRAMMATIC OPERATIONS AND FEES
By using the Services and interacting with any Contract, you acknowledge, understand, and expressly consent to the automated, programmatic, and autonomous operation of the Smart Contracts. You authorize their execution and consent to all conceivable resulting outcomes, calculations, outputs, functionalities, redemption criteria, asset locking, or effects, including but not limited to fees, transfers, mints, burns, NFT listings, offers, redistributions, reallocations, or any other on-chain actions or instructions defined or enabled by the applicable Smart Contract, which may be initiated other users in any manner permitted by the relevant Smart Contract.
These operations may include, without limitation: (i) minting, issuing, burning, locking, or purchasing tokens or NFTs; (ii) selling, swapping, listing, buying, offering, burning, or transferring tokens or NFTs; (iii) burning or otherwise permanently removing digital assets from circulation; (iv) redistributing, reassigning, or reallocating assets or tokens pursuant to the logic of the applicable Smart Contract; (v) interacting with decentralized exchanges or liquidity pools; (vi) triggering or settling any other on-chain transactions or protocol-defined outcomes; (vii) paying fees.
You further acknowledge and agree that: (a) All Smart Contract operations are self-executing, irreversible, and final, and TokenWorks has no ability to reverse, modify, or cancel any transaction once submitted to the blockchain; (b) the Smart Contracts are open-source, permissionless systems that operate solely according to their code, and TokenWorks cannot halt, alter, or intervene in their execution; (c) the Smart Contracts may calculate, deduct, or require payment of network transaction fees (“Gas Fees”) or other programmatic fees, which are determined by blockchain network conditions and are outside TokenWorks' control; (d) Certain Smart Contracts may include embedded fee mechanisms, asset locking mechanism, royalties, commissions, or other programmatic deductions automatically distributed to predefined addresses designated by third parties or wallets as encoded in the Smart Contract; (e) TokenWorks does not control, receive, or direct any such fees unless expressly stated in the relevant Smart Contract code; and (f) All values, conversions, exchange rates, and market conditions affecting any digital asset are volatile, independent of TokenWorks, and beyond its influence.
By initiating any transaction, connecting a wallet, or interacting with any Smart Contract through the Services, you represent that you have reviewed and understood the Smart Contract functions, parameters, and fee logic, and that you voluntarily assume all risks associated with those operations—including potential loss of funds, errors in execution, or unintended results arising from automated code execution, market fluctuations, or user input.
Certain Smart Contracts, including those deployed in connection with Season 2, may programmatically allocate, transfer, mint, reserve, or otherwise distribute a defined portion of mint proceeds, token supply, or other digital assets to one or more wallet addresses controlled by or designated for the TokenWorks team, affiliates, or related entities (the “Team Allocation”), as expressly encoded in the applicable Smart Contract and as otherwise explained by TokenWorks. Such Team Allocation may include, without limitation, an initial allocation of a portion of mint proceeds, tokens, or digital assets, the establishment of reserves, or the automated purchase, minting, or routing of tokens for the benefit of the TokenWorks team. You acknowledge and agree that any such allocation is fully disclosed through the Smart Contract code and associated Documentation, is executed automatically and deterministically by the Smart Contract, and does not create any ownership interest, revenue share, profit participation, fiduciary obligation, or financial claim in favor of any user. By interacting with the applicable Smart Contract, you expressly consent to the existence, calculation, and execution of any such Team Allocation as encoded in the deployed contract logic.
13. NO PARTNERSHIP OR AFFILIATION
All users of the Services act independently and on their own behalf. Your access to or interaction with the Services, Smart Contracts, or the S02 campaign does not create or imply any partnership, joint venture, agency, employment, fiduciary, or other relationship of trust, reliance, or association between you and TokenWorks, or between you and any users of the Services. Without limiting the foregoing, TokenWorks does not owe you (or any third party) any fiduciary duty, duty of loyalty, duty of care, duty to monitor, duty to advise, duty to warn, or duty to act in your best interests, and you acknowledge that you are not relying on TokenWorks to protect you from risk, to evaluate transactions, or to safeguard your assets. TokenWorks provides non- custodial, autonomous tools that may enable or facilitate user interaction, coordination, or shared participation in a blockchain-based environment. Such functionality is purely technological and does not give rise to any shared ownership, control, management, or liability between TokenWorks and any user, or among users themselves, and does not create any obligations, duties, or responsibilities for TokenWorks with respect to any community, group, promoter, proponent, or organizer that elects to use the Services in connection with its activities.
Users who interact with Smart Contracts or otherwise enjoy the Services do so solely in their individual capacity and assume full responsibility for the Smart Contracts' functionality, configuration, compliance, and otherwise assume the risk of use of the Site and Smart Contracts. TokenWorks does not endorse, supervise, audit, or guarantee the operations of any Smart Contract, NFT, or token and bears no responsibility for their operation, outcomes, or effects.
Any governance, voting, or coordination features accessible or expressible through the Services are provided merely as neutral technical mechanisms. They do not confer decision-making authority, fiduciary obligations, or partnership status on TokenWorks or any other participant. All actions taken through or in connection with the Services are voluntary, autonomous, and undertaken at the user's own risk, and no community organizer, promoter, leader, or participant shall be deemed to act on behalf of TokenWorks or to possess any authority to bind or speak for TokenWorks in any manner.
14. MARKET AND THIRD-PARTY INDEPENDENCE
The Services may facilitate access to decentralized exchanges, NFT marketplaces, or other protocols that operate independently of TokenWorks. TokenWorks does not control, endorse, or assume responsibility for the operation of such platforms. You are solely responsible for evaluating the legitimacy, safety, and functionality of any external services you use in connection with the Services.
15. NON-RELIANCE
You represent that you are knowledgeable and experienced in blockchain technology and digital assets. You have conducted your own independent investigation of the Services and Smart Contracts and have not relied upon any statement, omission, or representation by TokenWorks other than those expressly set forth in these Terms.
16. ACCESSING AND USING THE SERVICES
Access to the Services requires a compatible digital wallet. By connecting a wallet, you represent that you are its lawful owner and that you are solely responsible for safeguarding your private keys and seed phrase. TokenWorks has no control over and cannot assist with lost keys, compromised wallets, or unauthorized access. Your wallet and all assets therein are your exclusive responsibility.
17. THE SERVICES ARE TOKENWORKS' PROPERTY
You acknowledge and agree that TokenWorks owns all legal rights, title, and interest in and to the Site, documentation, the proprietary components of the Services, and all trademark interests in the names TokenWorks. TokenWorks retains intellectual-property rights in the Site, Services, Smart Contract, source code, designs, and trademarks, subject to any applicable open-source licenses. Your use of the Services does not grant you any ownership or license rights except as expressly stated herein. Certain components of the Services may be released under open-source licenses. To the extent you submit code, comments, ideas, or other contributions to TokenWorks, whether through public statements or a repository or open-source project, you grant TokenWorks and the public a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, modify, and distribute such contributions. You agree not to assert any intellectual-property claim against TokenWorks or other users arising from their lawful use of such open-source materials.
18. TOKENWORKS CONTROLS THE SITE
TokenWorks may modify, upgrade, suspend, discontinue, delist, or restrict any aspect of the Services, including the Site, user interface, APIs, analytics, rankings, discovery features, at any time and for any reason, without notice or liability. TokenWorks has no obligation to maintain, support, or continue to offer any particular feature, view, endpoint, or integration, and any such change shall not affect the on-chain operation of any Smart Contract.
19. LICENSE TO USE THE SERVICES
TokenWorks grants you a limited, non-exclusive, non-transferable, revocable, and non- sublicensable license to access and use the Services solely in accordance with these Terms. Your license is conditioned upon lawful use. TokenWorks reserves the right to suspend or restrict access at any time for any reason, including suspected violation of these Terms or applicable law.
20. LICENSE TO TOKENWORKS S02 NFTs
So long as you remain the current, lawful owner of a Season 2 NFT (“S02 NFT”), you are granted a non-exclusive, limited, fully paid-up, perpetual, irrevocable (except as expressly provided herein), non-sublicensable, and non-commercial license (the “License”) to: Display, distribute, reproduce, and copy the digital artwork, visual outputs, metadata, and associated creative content linked to the S02 NFT (collectively, the “S02 Content”) solely for personal, non- commercial purposes; and to display the S02 Content, and to perform the S02 Content in the case of audiovisual works, privately or publicly:
- for the limited purpose of promoting or sharing your ownership of the associated S02 NFT;
- for non-commercial cultural, educational, commentary, or community purposes, provided that appropriate attribution is given to TokenWorks, as applicable;
- on third-party platforms, marketplaces, exchanges, social media applications, or other venues solely for purposes of display, discussion, archival, or verification of ownership, provided that such platforms cryptographically authenticate you as the lawful owner of the S02 NFT prior to any such display;
- within virtual environments, digital galleries, metaverse platforms, or similar digital contexts, including simultaneous display within a reasonable number of such environments; and
- as a profile picture or avatar on social media applications or similar online platforms.
This License does not grant you any commercial rights, merchandising rights, derivative work rights (except for minor technical modifications necessary for personal display), intellectual property ownership, or rights to mint, tokenize, license, commercialize, or otherwise exploit the S02 Content beyond the limited non-commercial uses expressly set forth above. All rights not expressly granted are reserved by TokenWorks and/or the applicable creator. The License automatically terminates if you cease to be the lawful owner of the S02 NFT, if applicable under the smart contract logic, or if you breach these Terms.
21. INCIDENT REPORTING
TokenWorks encourages responsible disclosure of security vulnerabilities. To report a potential issue, please contact inquire@token.works. TokenWorks does not provide bounties or compensation unless expressly stated.
22. YOU MUST OBEY THE LAW
You agree to use the Services only in compliance with all applicable laws, including those governing securities, commodities, money transmission, anti-money-laundering, and sanctions. You further agree not to: (i) use the Services for illegal, fraudulent, or unauthorized purposes; (ii) distribute malware or harmful code; (iii) misrepresent affiliation with TokenWorks or any NFT project; (iv) interfere with network operations or engage in Sybil or denial-of-service attacks; (v) manipulate market activity; (vi) use the Services in any way that violates sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”) or any other applicable authority; (v) use the Services for any harmful, deceitful, or unlawful purpose; (vi) or attempt to interact with the Site or Smart Contracts for the purpose of unjustly enriching yourself at the expense of others.
In addition to all other obligations in these Terms, you agree that you will not, in connection with the Services: (i) engage in fraud, deception, or misrepresentation; (ii) operate or participate in wash trading, spoofing, layering, pump-and-dump schemes, or any other form of market manipulation; (iii) deploy, promote, or facilitate activities intended primarily to defraud, steal from, or otherwise harm other users; (iv) engage in phishing, spamming, or attempts to obtain private keys, seed phrases, or other sensitive credentials from any person; (v) upload or reference malware, malicious contracts, or code intended to interfere with the operation of any wallet, protocol, or network; or (vi) use the Services in any manner that attempts to circumvent, disable, or abuse any limits, filters, or controls implemented by TokenWorks.
23. PROHIBITED PERSONS
The Services may not be used in any jurisdiction where their use would be unlawful or require registration or licensing of TokenWorks. TokenWorks reserves the right to restrict access by IP geolocation or wallet address where legally required. You represent and warrant that you are not: (i) located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to a comprehensive U.S. Government embargo (“Embargoed Jurisdiction”); (ii) identified on any U.S. or international sanctions list, including OFAC's Specially Designated Nationals list; or (iii) acting for or on behalf of any such prohibited person or entity. TokenWorks may block or restrict your access to the Services if it believes you have violated any aspects of these Terms.
24. THIRD-PARTY SERVICES
The Services may include links or functionality connecting to third-party websites, smart contracts, or applications (“Third-Party Services”). TokenWorks does not review, endorse, or control these Third-Party Services and is not responsible for their content or performance. You use all Third-Party Services at your own risk and are subject to their respective terms and conditions.
25. USER FEEDBACK
You may provide comments, bug reports, or other feedback about the Services (“Feedback”). You grant TokenWorks a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use and disclose your Feedback for any purpose without compensation.
26. NO EXPECTATIONS OF RETURN
The NFTs and any associated tokens or on-chain records made available through the Services are non-transferable, are not tradeable on any marketplace, and are not designed to function as investment vehicles. They are digital artistic or experimental blockchain records only. No secondary market is supported or contemplated, and no resale, liquidity, appreciation, yield, or profit opportunity is promised, implied, or facilitated by TokenWorks. You acknowledge and agree that you have no expectation of profit, financial return, capital appreciation, or economic benefit arising from ownership, minting, holding, or interacting with any such NFT, Smart Contract, or on-chain mechanism, and that you are not relying on TokenWorks or any third party to create or increase the NFT's value.
TokenWorks is a technology provider that develops and publishes non-custodial smart contract software and related interfaces and does not offer or sell securities, investment contracts, notes, equity interests, profit-sharing arrangements, pooled investment vehicles, or any other financial instruments. Nothing made available through the Services, including any NFTs, tokens, on-chain mechanisms, or related functionality, is intended to constitute an offering of securities or a solicitation of investment, and no such assets are registered under the U.S. Securities Act of 1933 or any state or foreign securities laws. TokenWorks does not provide investment advice, brokerage services, portfolio management, or recommendations regarding the purchase, sale, or holding of digital assets. Users acknowledge that they are not relying on TokenWorks' managerial or entrepreneurial efforts for the expectation of profit, that no common enterprise is created by use of the Services, that no secondary market or liquidity is promised or supported, and that any interaction with blockchain-based assets is undertaken solely for non-investment purposes and at the user's own risk. Regulatory treatment of digital assets remains uncertain and subject to change, and users are solely responsible for determining the legality and regulatory implications of their participation in the Services under applicable law.
27. NO INVESTMENT OR FINANCIAL ADVICE
All information made available through the Services or by TokenWorks is for informational purposes only. TokenWorks does not provide investment, financial, tax, or legal advice. You acknowledge that NFTs available through the Site do not constitute a security, investment contract, or financial instrument under applicable law, and that your participation in S02 is at your sole risk. No token, NFT, or digital item associated with the Services is offered or sold by TokenWorks as an investment or security. The Services do not constitute an offer to sell or the solicitation of an offer to buy any financial instrument. Users are solely responsible for determining whether their use of any token complies with applicable laws in their jurisdiction.
Any competitive, leaderboard, or reward functionality associated with the Services is intended solely for entertainment and experimentation. No feature or outcome within the Services should be interpreted as a financial reward, staking mechanism, investment return, or promise of profit. TokenWorks does not guarantee that any tokens, NFTs, or digital items have or will ever have monetary value.
You acknowledge and agree that the Site may display prices, charts, historical data, graphs, analytics, rankings, performance summaries, market information, or other financial or quasi- financial data. All such information is provided solely for informational and descriptive purposes, may be incomplete, inaccurate, delayed, incorrect, interrupted, or unavailable, and is furnished without any warranties of any kind, express or implied. TokenWorks does not verify, audit, or confirm the accuracy, reliability, timeliness, or completeness of any displayed data and makes no representation that such information reflects real-time or actual market conditions. You agree that you will not rely on any such information to make financial, investment, trading, or transactional decisions, and that any use of such information is entirely at your own risk. TokenWorks does not undertake any obligation to update, correct, or continue to display any such information, and no communication or silence by TokenWorks regarding displayed data creates any duty to monitor markets or act for your benefit.
28. REPRESENTATIONS AND WARRANTIES
By minting, deploying, referencing, or otherwise interacting with any NFT, smart contract, wallet address, or on-chain mechanism through the Services, you represent and warrant that: (i) you have full legal capacity and authority to access and use the Services and to initiate the relevant blockchain transactions; (ii) you control or are duly authorized to use any wallet address or smart contract address that you connect to or reference through the Services; (iii) any wallet, address, or destination you designate to receive digital assets, tokens, or other value is lawfully controlled by the intended recipient, and no other person or entity has a superior legal or equitable claim to such assets; (iv) your use of the Services and any blockchain transaction you initiate complies with all applicable laws and regulations, including securities, commodities, tax, sanctions, anti- money laundering, and consumer protection laws; and (v) you are not using the Services for any unlawful, fraudulent, deceptive, manipulative, or prohibited purpose.
You further acknowledge and agree that TokenWorks does not verify ownership, authority, entitlement, or compliance relating to any wallet address, smart contract, or transaction you initiate, and you assume all responsibility for the legality and consequences of your actions. To the fullest extent permitted by law, you release, waive, and discharge TokenWorks from any and all claims, liabilities, or demands arising out of or relating to the designation of wallet addresses, the initiation of on-chain transactions, the allocation or receipt of digital assets, the effects of any Smart Contracts, or any alleged lack of authority, entitlement, or compliance associated with your use of the Services.
29. INFORMATION DISPLAYED ON THE SITE
All information, content, materials, metrics, data, statistics, graphics, dashboards, projections, estimates, visualizations, pricing displays, supply figures, unlock schedules, allocation summaries, countdown timers, or other information made available through the Site, the Services, associated documentation, or any official communication channel (including the TokenWorks X account) (collectively, “Informational Materials”) are provided for general informational and illustrative purposes only. TokenWorks makes no representations or warranties as to the accuracy, completeness, reliability, timeliness, or suitability of any Informational Materials. Any metrics or data displayed may be derived from automated smart contract outputs, third-party blockchain data providers, internal calculations, simulations, estimates, hypothetical modeling, or visual rendering logic. Such information may contain errors, omissions, delays, inaccuracies, rounding assumptions, outdated data, modeling assumptions, or technical faults. Informational Materials may be modified, corrected, removed, or updated at any time without notice. You acknowledge and agree that you are not entitled to rely on any Informational Materials for financial, investment, legal, tax, accounting, or business purposes. You expressly agree that any reliance on information displayed through the Services is undertaken solely at your own risk. TokenWorks disclaims any liability arising from decisions made based on displayed information, including minting decisions, burn decisions, wallet interactions, or any blockchain transaction. Without limiting the foregoing, any references to token names, tickers, symbols, metrics, “FDV,” “market cap,” “price,” “liquidity,” “volume,” or similar financial terminology are for descriptive, artistic, or interface purposes only and do not constitute representations of actual or realizable market conditions.
In particular, any reference to “$S02” or any similarly designated ticker promoted or displayed in connection with the Season 2 campaign is a simulated, experimental, and used solely for conceptual, satirical, and interface visualization purposes as part of a creative on-chain art experiment. $S02 is not a tradable ERC-20 token, is not a tradable or transferable digital asset, is not withdrawable, is not deployed as an independently functioning investment token, does not represent a security, commodity, currency, financial instrument, or investment product, and is not intended to have, track, reflect, or imply any actual market value. Any displayed price, valuation, supply metric, or token activity associated with $S02 is artificial, illustrative, and non-economic in nature.
30. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless TokenWorks, its officers, directors, employees, contractors, affiliates, agents, and successors (collectively, the “TokenWorks Parties”) from and against any and all claims, demands, actions, damages, liabilities, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your access to or use of the Services or interaction with any NFT, smart contract, wallet address, token, or on-chain mechanism; (ii) your violation of these Terms or any applicable law or regulation, including securities, commodities, tax, sanctions, anti-money laundering, or consumer protection laws; (iii) any blockchain transaction you initiate or authorize, including minting, burning, transferring, or receiving digital assets; (iv) any designation of a wallet address or recipient to receive digital assets, proceeds, or other value, including any dispute regarding entitlement to such assets; (v) any representation, statement, or communication made by you—publicly or privately—regarding the Services, any NFT, token, or related functionality; or (vi) any allegation that your use of the Services created or facilitated an investment, security, profit expectation, fiduciary relationship, or other regulated financial activity.
TokenWorks reserves the right, at its sole discretion and expense, to assume exclusive control of the defense of any matter subject to indemnification, and you agree to cooperate fully in the defense of such claims, including providing information, documents, and assistance as reasonably requested. You may not settle any claim in a manner that imposes liability or obligations on the TokenWorks Parties without TokenWorks' prior written consent.
To the fullest extent permitted by law, you further release and discharge the TokenWorks Parties from any and all claims, liabilities, or demands—known or unknown, suspected or unsuspected, asserted or unasserted—arising out of or relating to any on-chain transaction, smart contract operation, team allocation mechanism, wallet designation, token distribution, or regulatory characterization associated with your use of the Services. This indemnification and release obligation survives termination of these Terms and your use of the Services.
31. DISCLAIMERS
The Services, all NFTs (including S02 NFTs), smart contracts, tokens, digital assets, interfaces, and related functionality are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, TokenWorks expressly disclaims all warranties, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, availability, security, quiet enjoyment, and any warranties arising out of course of dealing or usage of trade. Ownership of any NFT or interaction with any smart contract does not grant or imply any legal rights, economic rights, governance rights, voting rights, profit participation, revenue share, ownership interest, equity interest, redemption right, claim, or entitlement in or to TokenWorks, any treasury, reserve, token supply, digital asset pool, protocol, or any underlying or referenced asset. Any token, NFT, or on-chain record accessible through the Services is a programmatic blockchain record that operates solely according to its encoded smart contract logic and does not confer any legal or equitable interest beyond the deterministic execution of its code.
TokenWorks makes no representation or warranty that the Services or any smart contract will operate uninterrupted, securely, or error-free, that defects will be corrected, or that any blockchain network will remain available or functional. Blockchain software is experimental and subject to inherent risks, including but not limited to coding errors, logical flaws, and other vulnerabilities.
32. ACKNOWLEDGMENTS; ASSUMPTION OF RISK
By using the Services, you acknowledge and accept the following risks, among others: (i) Smart- contract bugs or exploits may result in loss of assets; (ii) NFT marketplaces or underlying collection smart contracts may change, fail, or become incompatible with our Site or Smart Contracts; (iii) Gas fees or network congestion or errors outside TokenWorks' control; (iv) Market volatility may affect the price, liquidity, or availability of any token or asset interacting with our Smart Contracts; (v) Regulatory developments may adversely impact blockchain systems and that may result in the discontinuation of any of our Smart Contracts; (vi) final, irreversible, and public transactions; (v) known and unknown errors or bugs affecting the Smart Contract that may affect their intended or expected operation; (vi) malicious third parties who interact with, exploit, or use the Smart Contract in a deceptive or unintended manner; (vii) the volatile price of Ethereum may impact the functionality, usability, logic, practicality, intended purpose of the Smart Contracts. You assume total responsibility for any losses or damages to yourself or others arising from these risks.
You further acknowledge and agree that the Services may be highly experimental, volatile, illiquid, and speculative. TokenWorks makes no promise or representation that any market, pool, or counterparty will exist for any token at any time, that you will be able to buy, sell, or exit any position, or that any token will have, retain, or attain any particular price or value. There is no expectation of profit, liquidity, secondary market support, or continued availability of any Service, NFT, or token, and you may lose all value associated with any digital asset you choose to interact with through the Services.
33. LIMITATION OF LIABILITY
To the fullest extent permitted by law, TokenWorks and the TokenWorks Parties shall not be liable for any indirect, consequential, incidental, special, or punitive damages, or for any loss of profits, data, or goodwill arising out of or relating to the Services or these Terms. In no event shall TokenWorks' aggregate liability exceed the greater of (a) $100 USD; or (b) the amount directly paid by you in connection with the Services giving rise to the claim.
34. ARBITRATION; CLASS ACTION WAIVER
(a) Agreement to Arbitrate.
You and TokenWorks agree that any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or any aspect of the relationship between you and TokenWorks (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before or after the termination of this Agreement) shall be resolved exclusively and finally by binding arbitration, rather than in court, except as otherwise expressly provided in this Section.
(b) Governing Law and Rules.
This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and the laws of the State of Delaware, without regard to conflict-of-law principles. Arbitration shall be conducted before a single neutral arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), as modified by these Terms. Judgment on the arbitrator's award may be entered in any court having jurisdiction.
(c) Location and Language.
Unless you and TokenWorks agree otherwise, arbitration shall take place in Delaware, United States, and shall be conducted in the English language. The parties may agree to virtual or document-only proceedings at the arbitrator's discretion.
(d) Delegation of Arbitrability.
The arbitrator shall have the exclusive authority to determine all issues relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this agreement is void or voidable.
(e) Individual Claims Only.
To the fullest extent permitted by applicable law, you and TokenWorks each agree that any arbitration or proceeding shall be conducted solely on an individual basis, and not in a class, collective, consolidated, private attorney general, or representative action. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of class or representative proceeding.
(f) Limited Court Actions.
Notwithstanding the foregoing, either party may seek (i) temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent immediate or irreparable harm; or (ii) to compel arbitration or confirm an arbitral award under the Federal Arbitration Act.
(g) Fees and Costs.
The arbitration fees and costs shall be shared in accordance with the AAA Rules. Each party shall bear its own attorneys' fees and costs, except as otherwise required by applicable law or determined by the arbitrator.
(h) Severability and Survival.
If any part of this arbitration clause is found to be invalid or unenforceable, the remaining portions shall remain in full force and effect. This Section 34 shall survive the termination of these Terms and your use of the Services.
35. GOVERNING LAW
These Terms and your use of the Services are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware.
36. TERMINATION
If you breach these Terms, all rights granted to you by TokenWorks shall terminate automatically. TokenWorks may suspend or terminate your access to the Services at any time for any reason, without liability or obligation to you.
37. SEVERABILITY
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
38. SURVIVAL
All provisions that by their nature should survive termination—including those relating to disclaimers, indemnification, limitation of liability, arbitration, and governing law—shall survive any termination of these Terms.
39. MISCELLANEOUS
These Terms constitute the entire agreement between you and TokenWorks regarding your use of the Services and supersede any prior agreements. TokenWorks' failure to enforce any right or provision shall not constitute a waiver. TokenWorks may assign these Terms freely; you may not assign them without our prior written consent. The Services are operated by TokenWorks in the United States. Users accessing the Services from outside the U.S. do so at their own initiative and are responsible for compliance with local laws.
If you have any questions about these Terms, please contact inquire@token.works.