This Tweed NFT delivery service agreement (the “Agreement”) is entered into between Tweed Payments Inc., a Delaware company having an address at 300 Delaware Ave. Suite 210 #392 Wilmington, DE 19801 (“Tweed”) the business accepting this Agreement (“Partner”) and is effective as of the date of its acceptance by Partner (the “Effective Date”).  Capitalized terms used in this Agreement are defined in the glossary at the end of this Agreement.

This Agreement applies to Partner if it opts in to using Tweed to deliver NFTs for Partner, as more fully described below.  Partner also agrees to the other applicable terms of use set out on the Tweed Site at https://www.paytweed.com.

1. NFT Delivery Service

   1.1. Services.  The services provided under this Agreement consist of Tweed delivering NFTs for Partner to End User as per the terms of this Agreement (“Services”).

   1.2. Partner NFT Transactions.  Partner represents that it has all rights necessary to engage Tweed to provide the Services under this Agreement.  Specifically, Partner represents that for any NFT for which it engages Tweed to supply the Services: (i) Partner has the absolute right to transact in the NFT, deliver the NFT and hire Tweed to do the same; (ii) the NFT is not a security; (iii) none of Partner or any third party have made any representations to any End User to the effect that the NFT has, will hold or will acquire any actual or projected monetary value; (iv) none of Partner or Tweed shall be in violation of any third party intellectual property rights in performing hereunder; and (v) the End User wishes to receive deliver of the NFT on terms between End User and Partner. 

   1.3. Limited Liability for NFT Deliveries.  Partner represents that it has all such licenses and registrations as are necessary under applicable law to carry out NFT sales, giveaways, airdrops or other deliveries to End Users for which Tweed Services are used. Partner agrees that Tweed shall have no liability with respect to any Transaction and Partner shall hold Tweed harmless from and against any claim by an End User or other third party arising from an NFT delivery, sale or other commercial transaction of Partner with such third party. As and when instructed by Partner through the Account, or by such other means as is acceptable to both parties: (i) sign a smart contract acceptable to both parties on an Approved Network which signature, Partner represents will result in delivery of an NFT purchased by a to an External Wallet (the “NFT Destination Wallet”) of an End User (the “NFT Delivery Smart Contract”); or (ii) provide such other confirmation of the Transaction as is acceptable to both parties.

   1.4. No Verification by Tweed.  Tweed has no duty to verify the validity or effectiveness of any NFT Delivery Smart Contract nor whether any given NFT Destination Wallet is indeed the wallet of the End User that is to acquire the NFT from Partner. Partner also retains exclusive liability for any and all matters relating to NFT sales, including but not limited to infringement on third party intellectual property rights, dissatisfied purchasers, collection and remittance of a purchase price, state sales tax and other liabilities.

   1.5. Risk Control Right.  Use of the Services is subject to Partner providing Tweed with Partner KYC.  Partner may not use the Services to send an NFT to a Blocked Address.  Tweed reserves the right to refrain from signing the NFT Delivery Smart Contract, rejecting a Transaction or reversing a Transaction where Tweed believes that completing either would expose Tweed, Partner or End User to excessive security, financial or reputational risk and Tweed shall have no liability to Partner for such decisions.

   1.6. Preferred NFT Delivery Service:  Partner shall not enter into a similar agreement with a third party to offer End Users or other third parties any Digital Asset wallet.

   1.7. Territory:  Nothing contained herein shall be construed as giving any rights to any End User or other client of Partner in the Territory or elsewhere under any circumstance.

   1.8. Ownership:  Partner and Tweed agree that Tweed and its licensors own all proprietary rights, including patent, copyright, trade secret, trademark, and other proprietary rights, in and to the Services and any derivative works, corrections, bug fixes, maintenance releases, service releases, enhancements, updates, upgrades or other modifications, including custom modifications, to the Services, whether made by Tweed or any third party.

   1.9. Account:  Tweed may provide Partner with a digital Account on the Tweed systems to send, receive, store and process information related to this Agreement.  Partner will not allow a third party to access the Account and shall be responsible for all selections made from within the Account all of which are incorporated herein by reference.  The Account is not meant for and must not be used by Partner for any Digital Asset storage or transactions other than Transactions for the delivery of NFTs. 

   1.10. Data Consent:  

   (a) Consent. Partner hereby authorizes Tweed to, directly or through third parties, make any inquiries and conduct any investigation to verify Partner identity. The Services requires certain information concerning Partner, including but not limited to Partner name, address, phone number, email address, Bank Account information, Wallet addresses and other Third Party Servicer account information.  Partner agrees that all information it provides to Tweed shall be complete and accurate and Partner shall promptly correct any errors in the information provided to Tweed.

   (b) Third Party Consents. Subject to the Tweed Privacy Policy, Partner its shareholders, directors and representatives grant Tweed the right to collect, store, use and disclose Partner Data for the purpose of performing hereunder and its integration with Third Party Servicer Services selected by Partner.  Where Partner Data includes data concerning third parties, Partner states that it has obtained the necessary consents for Tweed to collect, process, store such data hereunder from the relevant data subjects.  

   (c) Privacy Policy. Data collected by Tweed is subject to the Tweed Privacy Policy, posted at the Site and incorporated herein by reference.  Subject to applicable law, where Tweed is subject to a subpoena request for Partner Data, Tweed shall provide Partner with an opportunity to contest the request, failing which Tweed shall cooperate with the request.  Partner shall indemnify Tweed for its costs associated with responding to subpoena requests concerning Partner Data.

   Partner hereby authorizes Tweed and each Third Party Servicer to each obtain from the others and disclose to the others Partner Data in so far as is necessary to supply their respective services either hereunder or under their respective Third Party Servicer Agreements.

   Where required by applicable law, Tweed will disclose Partner Data to law enforcement agencies.  Tweed reserves the right to keep Partner Data for the term of this Agreement and for five (5) years thereafter.

   (d) Accuracy. Partner has sole responsibility for the accuracy, appropriateness, and completeness of all Partner Data. Tweed will use the Partner Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Partner Data.

   (e) Security. Tweed will take reasonable steps to help protect Partner Data. However, Partner understands and agrees that such steps do not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. Tweed reserves the right to cooperate with local, state and federal authorities in investigations of improper or unlawful activities and this may require the disclosure of Partner’s personal information. Tweed may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.

   (f) Liability. Partner shall secure Partner Data in its possession or under its control.  Partner assumes exclusive responsibility for ensuring the security of Partner Device and the Data on it.  Tweed is not liable for the operation or failure of Partner Devices or those of any third party, including but not limited to processors, hosting services, internet service providers and other Third Party Servicers.  Partner shall not operate Partner Device in a manner that does not meet the applicable security requirements of Tweed, indicated in the Account or on the Site, or those of Third Party Servicers.

   Tweed is not responsible for performing, and is not liable for any failure to perform, any back-up of any Partner Data or other data provided, transmitted, processed, or stored by Partner in or through the Services. It is Partner’s responsibility to back-up onto a Partner Device all Partner Data, including all data and records that Partner submits to Tweed.

   (g) Sharing. Tweed shall disclose Partner Data to those representatives of Partner identified by Partner for such purposes and also to such Third Party Servicers that Partner has selected.  Tweed has no liability for any collection, processing, storage, use or disclosure of Partner Data by any Third Party Servicer or any other third party. Tweed reserves the right to decline to share Partner Data with any third party where Tweed believes that such sharing may expose Partner, Tweed, an End User or another third party to excessive security, financial or reputational risk provided, however, that Tweed shall never be liable for any act or omission of any third party with respect to Partner Data or otherwise. Tweed makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature, veracity or reliability of any Partner Data.

   1.11. Data Protection:  To the extent that Tweed requires the Processing of Partner Personal Information, Partner agrees to the following:

   (a) Role of Third Parties

   Partner agrees that, except as otherwise expressly set forth in this Agreement, Partner shall determine the purposes and means of the Processing of Partner Personal Information and has appointed Tweed to Process the Partner Personal Information. 

   (b) Service Provider Obligations of Tweed

   Tweed agrees to comply with applicable Data Protection Laws and shall instruct its employees, agents and Subprocessors comply with the applicable Data Protection Laws as well as the terms of the Agreement with respect to Partner Personal Information.

   Tweed will: (a) only Process Partner Personal Information to the extent strictly necessary for the performance of its obligations under the Agreement, (b) comply with all written instructions from Partner in relation to Partner Personal Information.

   Tweed will not:  (a) use, distribute, sell, rent, release, disclose, disseminate, make available, transfer or otherwise communicate Partner Personal Information to another party for monetary or other valuable consideration, (b) retain, use or disclose Partner Personal Information for any purpose other than the specific purpose of performing the Services specified in the Agreement, including retaining, using or disclosing the Partner Personal Information for a commercial purpose other than providing the services specified in the Agreement, (c) retain, use, or disclose the Partner Personal Information outside of the direct business relationship between Partner and Tweed. 

   (c) Confidentiality

   Subject to any confidentiality obligations in the Agreement, Tweed shall take reasonable steps to ensure the reliability of any of its employees, agents and Subprocessors who may have access to Partner Personal Information, ensuring in each case that access is limited to those individuals who need to access such data as strictly necessary to supply the Services. Further, Tweed shall ensure that Tweed personnel are subject to confidentiality obligations at least as restrictive as those contained in this Agreement or are subject to an appropriate statutory obligation of confidentiality. 

   (d) Data Security

   Subject to any other security obligations in the Agreement, Tweed will implement and maintain appropriate technical and organizational measures consistent with those required by applicable Data Protection Laws for the protection of the security, confidentiality, and integrity of the Personal Information. Tweed will not materially decrease the overall security of the Services while the Agreement is in effect.

   (e) Individual Rights

   Tweed shall promptly notify Partner, and provide full details thereof, if it receives any communication from any individual or any representative of an individual requesting to exercise their rights under applicable Data Protection Laws with regard to Partner Personal Information. Tweed shall provide reasonable assistance and cooperation as is necessary to enable Partner to comply with the exercise of such rights by an individual.

   (f) Personal Information Breach

   Tweed shall notify Partner without undue delay upon becoming aware of a Personal Information Breach and shall provide Partner with sufficient information which allows Partner to meet any obligations to report a Personal Information breach under applicable Data Protection Laws. Such notification shall at a minimum: (i) describe the nature of the Personal Information breach, the categories and numbers of individuals concerned, and the categories and numbers of records concerned; (ii) describe the likely consequences of the Personal Information breach; and (iii) describe the measures taken or proposed to be taken to address the Personal Information Breach. 

   (g) Subprocessors

   Partner consents to Tweed engaging Subprocessors to Process Partner Personal Information provided such engagements are consistent with the terms of this the Agreement.

   (h) Return or Disposal of Data

   Upon expiration or termination of the Agreement (or sooner if reasonably requested by Partner), Tweed shall securely delete or return all Partner Personal Information, including any automatically created archival copies of such data, in its possession or under its control (including all Partner Personal Information Processed by any Subprocessor), in accordance with the terms and timelines of the Agreement, or if not stated, within thirty (30) days of the Agreement’s termination or expiration, unless otherwise required by applicable Data Protection Laws. 

   (i) Additional Terms

   The obligations with respect to Partner Personal Information shall continue for as long as any Partner Personal Information remains in Tweed’s custody or control.

   1.12. End Users:  When supplying the Services, Tweed shall have no liability to End Users other than as Tweed may expressly accept.  Tweed may, at its discretion, require End Users to accept Tweed Terms in the course to Tweed supplying the Services for Partner.

   1.13. Electronic Communications:  The parties each agree to send and receive notices and communication hereunder in electronic form.

   
   

2. Withdrawal of Services

Tweed may, by reasonable written notice to Partner, withdraw any Services that Tweed ceases to operate or support, or any Services that may infringe or infringes the rights of third parties in the Territory.  Tweed also reserves the right, from time to time, to add, change or discontinue the Services or Services upon six (6) months prior written notice to Partner; however, such actions on the part of Tweed will in no way affect right to use the Services previously delivered to (if any) under the terms of this Agreement. In addition, the notice shall not be necessary in the event Tweed reasonably believes (a) Partner cannot effectively procure the Services due to a conflict of interest or due to a lack or investment in trained sales personnel; (b) there is a risk that, or a court of competent jurisdiction has adjudicated that, the Services infringe(s) a third party’s intellectual property rights ;or (c) the supply thereof requires licensure or registration that Partner or Tweed require but do not have.  In each such case Partner agrees to such lesser notice as Tweed may reasonably require.

3. Partner obligations and Warranties

   3.1. Partner Obligations: As principal consideration of the limited license granted in this Agreement, Partner shall:

   1. supply the NFTs for delivery hereunder free and clear of any third party claims;

   2. not use the Services for delivery of any Virtual Currency, security or other regulated asset;

   3. collect, remit and remain exclusively liable for all sales tax and other tax payable by End Users for NFTs that are subject to Transactions;

   4. pay Fees to Tweed;

   5. cause each End User to accept Partner Terms and enforce Partner Terms versus the End User;

   6. cause each End User to accept Tweed Terms where required by Tweed;

   7. not solicit of or supply the Services or other products or services in Sanctioned Jurisdictions or to SDNs;

   8. ensure that End Users are provided with clear and informative disclosure concerning risks associated with Digital Assets which disclosure is no less complete than that set out in this Agreement below; and

   9. monitor End User acquisition of NFTs to ensure that it is not used for purposes that are prohibited hereunder or otherwise illegal under applicable law. 

   3.2. Information About Partner's Business.

   1. Initial Information. Tweed reserves the right to request any Partner KYC and other information and documentation from Partner during the application phase and at any time thereafter during the term of this Agreement including, without limitation, information and documentation regarding Partner, its beneficial owners, Partner's business and financial information. Further, Tweed reserves the right to withhold performance hereunder until requested information has been provided, reviewed, verified and accepted by Tweed.

   2. Additional Financial Information. Further, upon five (5) days' written notice at any time, Partner agrees to furnish to Tweed such financial statements and financial information as Tweed may request relating to Partner, Partner's creditworthiness and Partner's ability to fulfill its financial and other obligations under this Agreement.

   3. Audit Rights. With prior notice and during Partner's normal business hours, Tweed's duly authorized representatives may visit Partner's business premises and may examine Partner's books and records that pertain to Partner's Transactions or Partner's compliance with this Agreement.

   4. Other Information. Partner agrees to provide Tweed at least thirty (30) days' prior written notice of its intent to change current product lines or services, Partner's trade name, or the manner in which Partner accepts payment Instruments. If Tweed determines such a change is material to its relationship with Partner, Tweed may refuse to process Transaction Data submitted subsequent to the change or terminate this Agreement. Partner agrees to provide Tweed with prompt written notice if Partner is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Partner's signature on this Agreement authorizes Tweed to perform any credit check deemed necessary with respect to Partner. Partner will also provide Tweed with prompt written notice of (i) any adverse change in Partner's financial condition, (ii) any planned or anticipated liquidation or substantial change in the basic nature of Partner's business, (iii) any transfer or sale of any substantial part (25% or more in value) of Partner's total assets, or (iv) if Partner or Partner's parent is not a corporation whose shares are listed on a national securities exchange or on the over-the-counter market, any change in the control or ownership of Partner or Partner's parent. Partner will also notify Tweed of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of Partner's total assets not later than three (3) days after Partner obtains knowledge of any such judgment, writ, warrant of attachment, execution or levy.

   3.3. Quality of Services:  Partner warrants that its Partner Solution will be provided by Partner using appropriately qualified and trained personnel in a good and workmanlike manner, in accordance with highest industry standards in the Territory and without infringing any third party rights of any type whatsoever.

   3.4. No Misrepresentation:  Partner represents and warrants that it will not publish or make any deceptive or misleading warranties or representations regarding the Partner Solution, Services or Tweed.  Partner agrees it will not use deceptive, misleading, illegal, or unethical practices in its use of the Services.  Partner agrees to comply with all applicable laws and regulations in performing its duties under this Agreement and supplying Partner Solution.

   3.5. Permits:  Partner will be responsible for obtaining, at its cost, all necessary licenses, permits, consents, authorizations and other documents required to fulfil its obligations under this Agreement and supply the Partner Solution, including money services business or virtual currency business registrations.  If Partner is unable, despite diligent efforts, to obtain such approvals, Tweed will be excused from its obligations under this Agreement and this Agreement may be immediately terminated at the discretion of Tweed.

   3.6. Power and Authority:  Partner warrants that it has full power and authority to enter into this Agreement and to perform its obligations set out in this Agreement.

   3.7. Compliance with Laws:  Partner warrants that it will observe and comply with all statutes, regulations, by-laws, requirements and directions of any authority having jurisdiction over Partner and Partner Solution.  Partner shall ensure that Partner Solution complies with applicable laws and is consistent with the terms of this Agreement.

   3.8. Reports and Audit:  Tweed shall have the right not more than once in each year during the Term to appoint an independent auditor to inspect the records of Partner in order to verify compliance with the terms of this Agreement.

   3.9. Partner Servers:  Partner shall obtain, at its own cost, all servers, hardware and software licenses necessary or appropriate to permit the use of the Partner Solution and the Services. 

   3.10. Partner Terms:  On request by Tweed, Partner to enforce the terms of a Partner Terms if the End User fails to comply with any material terms of the relevant Partner Terms.  Partner shall supply evidence of End User acceptance of Partner Terms and, where required by Tweed, Tweed Terms, on demand.  Partner hereby waives any claim against Tweed for damages or loss of profit resulting Tweed election to not deliver an NFT or terminate Tweed Terms.

   
   

4. Ordering and Delivery

   4.1. Delivery the Services:  On execution of this Agreement, Tweed shall deliver to Partner instructions for delivering or otherwise obtaining the Services.

   
   

5. Support and Maintenance

   5.1. End User Support:  Partner assumes exclusive responsibility for all End User support under Partner Terms or otherwise.  Tweed is under no obligation to support End Users.

   5.2. Technical Assistance and Training:  Partner agrees to have its employees and support designees attend such training and certification classes as Tweed may reasonably request to ensure that Partner is able to provide services relating to the Services in accordance with Tweed’s service standards.  The location and cost of any such training will be mutually agreed by the parties prior to the provision of such training.

   5.3. Technical Contacts:  Partner agrees to contact Tweed only through the technical contact individuals specified on the cover page and to notify Tweed immediately if such technical contact individuals change.  Partner agrees to comply with the policies and procedures set out in the support manual supplied by Tweed as amended from time to time and acknowledges that failure to comply with these terms shall constitute a breach of this Agreement.

   5.4. Changes to Technical Environment:  Partner acknowledges that changes to the configuration of its systems and technical environment, or to the environments in which it proposes to support End Users, may impact the Services and agrees to advise Tweed in writing of any such changes.  Tweed will use reasonable efforts to notify Partner of any impact that the change may have on the operation of the Services, provided that any such notification (or failure to provide such notification) shall not be construed as authorisation by Tweed of the change.

   5.5. Exclusions:  Tweed shall have no obligation to provide support hereunder in connection with issues:  (i) resulting from the misuse or improper use of the Services or use other than in accordance with the Documentation, (ii) caused by modifications or alterations to Partner’s technical environment not approved in writing by Tweed, (iii) resulting from Partner’s incorrect installation of a new a new version of the Services, (iv) resulting from a combination of the Services with software or hardware not approved in writing by Tweed, (v) that could be corrected by the installation of a more current version of the Services, (vi) caused by a malfunction of Partner’s equipment, (vii) caused by any act or omission of Partner in breach of the terms of this Agreement, (viii) Partner user-interface or other End User or third party-facing content, products or services or (ix) use of Services in breach of this Agreement or a Partner Terms.  Partner shall be responsible for paying Tweed, on a time and materials basis plus all cost associated with services rendered in connection with any attempt to diagnose or correct any error that falls within the foregoing categories, including travel, accommodation, and other disbursements.  To the extent that an error is caused by Third Party Services, Tweed will use reasonable efforts to resolve such error but makes no representation as to remedying it.

   
   

6. Fees

   6.1. Fees:  Partner shall pay the Fees, as set out in the Application, the Account or other means of acceptance provided by Tweed.  Fees paid are not refundable.

   6.2. Invoicing:  Without prejudice to Partner’s reporting obligations under this Agreement, Tweed will invoice Partner monthly for Fees in respect of all license files activated in the previous month or with such other frequency as Tweed may prefer.

   6.3. Payment:  All payments shall be due and owing upon receipt of invoice, payable thirty (30) days following the date of invoice.  All payments to Tweed pursuant to this Agreement shall be made in United States dollars.  Fees shall be paid by debit or credit card or such other means as Tweed may require.  Partner authorizes Tweed to charge any such payment method provided for all Fees and other amounts owing under this Agreement.  Alternatively, where required by Tweed, payment of Fees may be by means of the NFT Delivery Smart Contract in the form of Digital Assets acceptable to both parties.

   6.4. Taxes: All amounts payable under this Agreement are stated exclusive of Taxes.  If Tweed receives an assessment or other notice from any taxing authority providing that any Tax, interest or penalty is due from Tweed with respect to any transaction described in this Agreement, Partner shall remit the amount of any such Tax, interest or penalty to Tweed within 30 days after written demand by Tweed.

   6.5. No Deductions:  All payments to be made by Partner will be free of any deduction, set-off, counter claim or withholding whatsoever.  If Partner is required by or under any laws or regulations to make any withholding or deduction, it will gross up its payment to Tweed as is necessary to ensure that Tweed receives the full amount payable under this Agreement as if no such withholding or deduction had been made.  

   6.6. Overdue Payments:  Overdue payments (other than amounts that are the subject of a legitimate and bona fide dispute) shall accrue interest at the rate of 2% per month, from the due date until paid.  Partner shall pay Tweed's costs of collection, including attorneys' fees and court costs.  Tweed shall be permitted to suspend performance of its obligations under this Agreement until all delinquent payments have been paid by Partner.  

   
   

7. Term and Termination

   7.1. The term of this Agreement shall begin as of when this Agreement is accepted by Partner and shall terminate when either Party closes the Account.  Tweed may terminate this Agreement at any time for any reason or for no reason by closing the Account, by notice through the Account or by email notice to Partner.

   
   

8. Tweed Warranties

   8.1. IP Warranty:  Tweed represents that use of the Services by Partner in accordance with this Agreement and a Partner Terms, as the case may be, shall not cause Partner to be in violation of third party intellectual property rights.

   8.2. Disclaimer of Warranty: Except for the express warranty set out above, Tweed grants no other warranties or conditions, express or implied, by statute or otherwise, regarding the Services and.

   8.3. NO OTHER WARRANTIES:  EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS," WITH ALL FAULTS, AND TWEED DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OR THAT THE SOFTWARE OR EMBEDDED SOFTWARE WILL OPERATE ERROR-FREE, UNINTERRUPTED OR BE FREE OF VIRUSES.  TWEED MAKES NO REPRESENTATION AS TO THE VALUE, FUNCTIONALITY OR LEGALITY OF ANY NFT THAT IS SUBJECT TO A TRANSACTION.

   
   

9. IP Rights

   9.1. Ownership:  Partner acknowledges and agrees that all right, title and interest in and to the Services, Confidential Information, trade secrets, and other intellectual property relating to the Services, including any Updates and upgrades, belongs to and remains with Tweed and its suppliers as their absolute property.  Partner will not at any time challenge the validity of any of, or assert any rights inconsistent with any of Tweed’s intellectual property rights. 

   9.2. Infringement:  Partner will promptly bring to Tweed’s attention any infringement or threatened infringement of any of Tweed’s intellectual property of which Partner becomes aware.  Partner will, if requested to do so by Tweed, co-operate with Tweed in the conduct of any infringement proceedings including, without limitation, making available to Tweed all information in the possession of Partner relating to such infringement.

   
   

10. Digital Asset Risk Disclosure

    10.1. Digital Assets:  The principal purpose of the Services is to cause Partner to be able to enable Partner to deliver NFTs to End User Wallets.  Wallets are used to receive, store and send Digital Assets.  Digital Assets carry inherent risks discussed below.  Partner acknowledges and assumes such risks and shall ensure that each End User does the same.  Tweed is not supplying any Wallet services under this Agreement.

    10.2. Inherent Risk:  Partner acknowledges and agrees that there are inherent risks associated with Digital Assets, and that such risks extend to Partner use of and sublicensing of the Services. These risks include but are not limited to the failure of hardware, Services or internet connections, the risk of malicious Services introduction and the risk of unauthorized access to End User wallet credentials or private keys. It is Partner shall familiarize itself with the risks involved with Digital Assets, their protocols and networks and ensure that End Users do the same. Use of the Services by End Users does not remove these risks.  Tweed is not responsible for any communication failures, disruptions, errors, distortions or delays when using the Services, however they may be caused.  Tweed is not liable for any errors by Partner, End User or a Third Party Servicer with respect to the NFT Destination Wallet or otherwise.

    10.3. Fluctuation in Value:  Partner acknowledges and agrees that the value of Digital Assets can change rapidly and without warning, increase or decrease unexpectedly, and may even fall to zero. Wallet transactions using the Services can take time to be confirmed and may in some cases not be completed. If an End User attempts to send or receive Digital Assets that are not supported by the Services, the Digital Assets may be lost entirely and not be recoverable. In no event will Tweed be liable to Partner, End User or to any third party for any of the foregoing.

    10.4. Third Party Content:  If the Services posts a dollar value in association with a given Digital Asset such posting shall not constitute a representation as to the actual or projected value of such assets. Instead, such posting constitutes third party content general information only; Partner shall not, nor shall it educe End Users to rely on it for any financial decision.  Partner agrees that it is Partner responsibility to independently ascertain the value of Partner Digital Assets and that Partner shall disclose to End Users that they have the same duty with respect to their Digital Assets.

    10.5. Approved Network Risk:  Partner understands and accept that there are also inherent risks associated with using any Virtual Currency network, including Approved Networks. These risks include but are not limited to unanticipated changes to the network protocol, or unknown vulnerabilities which may include or result in underlying technology attacks. Other possible changes may include forks or rollbacks of Virtual Currency, networks, or blockchains. Tweed has no control over any Approved Networks and will not be responsible for any loss Partner suffer when Partner transacts via any Approved Network.

    
    

11. Limitation of Liability

    11.1. Indirect and consequential damages:  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES (WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE), INCLUDING LOSS OR DAMAGES COMPRISING, OR RESULTING FROM, LOSS OF GOODWILL, PROSPECTIVE PROFITS, ANTICIPATED ORDERS, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OF DATA OR LOSS OF INFORMATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    11.2. Limitation of Liability:  In no event, including without limitation any breach of a fundamental term of this Agreement, shall Tweed’s aggregate liability arising out of this Agreement exceed the lesser of: (a) the total amounts Fees paid by Partner to Tweed during the 12 month period immediately preceding the event giving rise to the claim; and (b) then thousand United States dollars (USD$10,000).  

    11.3. Partner Indemnity:  In addition to the express indemnity obligations contained elsewhere in this Agreement, Partner shall indemnify and hold Tweed harmless from any and all claims, costs and causes of action suffered by Tweed arising from: (i) a breach by Partner of a Partner Terms; (ii) a claim by an End User or other third party related to Partner; (iii) the performance or non-performance by Partner of any of its obligations under this Agreement, any Third Party Servicer Agreement, such as an agreement with a Third Party Servicer, or any defect in products or services provided by Partner, including claims for infringement of third party rights; and (iv) the cost of responding to any subpoena or legal proceedings related to or arising from this Agreement, Partner or any Partner Terms.  The foregoing indemnity obligations are conditioned on Tweed notifying Partner promptly in writing of such action, giving Partner sole control of the defense pertaining to alleged Partner conduct and any related settlement negotiations, and Tweed cooperating in such defense at Partner’s request and expense.  

    
    

12. Confidentiality 

    12.1. Access to Information: Each party acknowledges that in the course of performing its obligations under this Agreement, it may disclose, receive or obtain access to Confidential Information of the other party.  Each party agrees to use such Confidential Information solely for the purposes of performing its obligations hereunder and not to disclose, directly or indirectly, the Confidential Information to any third party other than its duly authorised representatives, Affiliates, employees or agents who have a need to know for the purposes of this Agreement.  Each party agrees to maintain the Confidential Information in confidence and shall take at least the same precautions to avoid disclosure of the Confidential Information that it would take with its own Confidential Information.

    12.2. Ownership:  All Confidential Information shall remain the sole and exclusive property of the party which has disclosed it.

    12.3. Remedies: The parties acknowledge and agree that a breach of these confidentiality provisions may cause immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching party may seek injunctive or other equitable relief for such breach.

    12.4. Confidential Information:  For the purposes of this Agreement, “Confidential Information” means any oral or written information disclosed by one party to the other that is not generally known to the public and is clearly identified as confidential or, by its nature, should be reasonably considered confidential, including without limitation, the terms of this Agreement, information about either party’s products, marketing strategies, finances, operations, End Users, suppliers, any computer software or databases, source code, specifications, data, reports, formulae, data models, data formats, field or record layouts, or improvements related thereto and any personal information regarding a person that would personally identify a person, but excluding information that: (a) was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the recipient; (b) was lawfully received by the recipient from a third party free of any obligation of confidence; (c) was already in the lawful possession of the recipient prior to receipt from the other party, or was subsequently and independently developed by the recipient’s employees, consultants or agents without reference to the Confidential Information of the other party, as evidenced by written records; or (d) is required to be disclosed by law, provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted.  If a party has received a subpoena or other legal processing mandating disclosure of Confidential Information, where permitted by law, the party will provide the other party with opportunity to challenge the requirement for disclosure at its own expense.

    
    

13. Third Party Services

    13.1. Third Party Services:  The Services may contain Third Party Services which may be subject to license or other terms and conditions imposed by the owners of such Third Party Services.  Partner agrees to adhere to any terms and conditions applicable to Third Party Services notified to it by Tweed from time to time.  

    
    

14. Term and Termination

    14.1. Term: The Initial Term of this Agreement shall be as indicated on the first page hereof, after which it shall automatically renew for additional and successive one (1) year terms (each, a “Renewal Term”) until terminated in accordance with the terms hereof or unless either Party notifies the other in writing, not less than thirty (30) days prior to the expiration of the current term, of its intention not to renew.

    14.2. Termination for Convenience: Tweed may terminate this Agreement for any reason or for no reason on notice by email to Partner.  If directed by Tweed, Partner shall terminate any individual Partner Terms that Tweed determines exposes either party to excessive security, reputational or financial risk.

    14.3. Termination for Cause: Either party may terminate this Agreement by providing ten (10) days notice in writing upon the occurrence of the following events: (a) a filing by or against the other party of a petition for relief under any insolvency law of any jurisdiction which is not dismissed within 30 days, any other arrangement for the benefit of creditors or discontinuance of the business operations relevant to this Agreement; or (b) if the other party materially breaches this Agreement and such breach is incurable or the other party fails to cure such breach within 30 days after written notice of such breach.  A breach by Partner under any other agreement with Tweed shall be deemed a breach hereof.

    14.4. Survival: Sections of this Agreement that by their nature should survive termination hereof shall survive termination including but not limited to: 1.8 Ownership, 1.10 Data Consent, 1.12 Partner Terms Content, 3.2 Information about Partner’s Business, 3.8 Reports and Audit, 3.10 Partner Terms Term, 6 Fees, 8.3 No Other Warranties, 9 IP Rights, 10 Digital Asset Risk Disclosure, 11 Limitation of Liability, 12 Confidentiality, 14 Term and Termination, 15 General and 16 Glossary.  Termination of this Agreement shall not relieve either party of any amounts due and owing or for liability for any breach of this Agreement prior to termination.

    14.5. Consequences Arising:  On the expiry or termination of this Agreement all the rights and obligations of the parties under this Agreement will cease immediately, provided that: (a) Tweed will not be liable for any accrued obligations Partner may have to any End User, and Partner indemnifies and protects Tweed from any liability relating to those obligations; (b) Partner will immediately cease all use the Services; (c) at the discretion of Tweed, Partner Terms shall be assigned to Tweed or terminated; and (d) if requested by Tweed, Partner will provide reasonable transition assistance to facilitate the transition of End Users from Partner to Tweed.

    
    

15. General

    15.1. Assignment.

    Without notice to Partner or Partner's consent, Tweed may assign this Agreement and its rights and obligations hereunder. Partner cannot assign or transfer its rights or delegate its responsibilities under this Agreement without Tweed's prior written consent, which consent may be withheld in Tweed's sole and absolute discretion.  Any transfer of voting control of Partner or Partner's parent shall be considered an assignment or transfer of this Agreement. Any assignment of this Agreement other than as provided herein shall be null and void. 

    15.2. Severability.

    Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of this Agreement.

    15.3. Waivers.

    No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. Tweed's waiver of Partner's breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition.

    15.4. Entire Agreement.

    This Agreement and any Application, together with disclosures set out in the Account, represents the entire understanding between Partner on the one hand and Tweed on the other with respect to the matters contained herein and supersedes any prior agreements between the parties. Partner agrees that in entering into this Agreement it has not relied on any statement of Tweed or its representatives. 

    15.5. Notices.

    Except as otherwise provided in this Agreement, all notices and other communications required or permitted hereunder (other than those involving normal operational matters relating to the processing of Transactions) shall be in writing. If to Partner, notices may be delivered by courier or sent by U.S. mail postage prepaid to Partner's address appearing in the Application or by any electronic means, including but not limited to the e-mail address Partner has provided on the Application. If to Tweed, notices shall be delivered by courier or sent by U.S. mail postage prepaid to: 

    Tweed Payments, Inc. 

    300 Delaware Ave. Suite 210 #392 Wilmington, DE 19801

    Attn: Legal Department

    Either party may advise the other of a change in its address / email address by providing written notice as set forth herein. Notices shall be deemed to have been given (i) if sent by mail or courier, upon the earlier of five (5) days after mailing or when actually received or, in the case of courier, when delivered, (ii) if sent by facsimile machine, when the confirmation copy is generated, and (iii) if sent by email, when sent provided no "undeliverable" message was received. Notices sent to Partner's last known address (including e-mail address), as indicated in our records, shall constitute effective notice to Partner under this Agreement. 

    15.6. Governing Law; Waiver of Jury Trial; Arbitration.

    This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in the county of Delaware where Tweed is located. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) PARTNER IS GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST TWEED OR RELATED THIRD PARTIES; (ii) PARTNER IS GIVING UP ITS RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST TWEED OR RELATED THIRD PARTIES; (iii) PARTNER IS GIVING UP ITS RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A CLASS OF CLAIMANT, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST TWEED, AND/OR RELATED THIRD PARTIES. Any claim, dispute, or controversy ("Claim") by either Partner, Tweed against the other, or against the officers, directors, employees, agents, parents, subsidiaries, affiliates, beneficiaries, agents, successors, or assigns of the other, arising from or relating in any way to this Agreement or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association ("AAA") in the county in Delaware where Tweed is located. All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, Partner's, Tweed's negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis only, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. Partner and Tweed will agree on another arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between Partner and Tweed. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section shall be non-severable from the remainder of this Section. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys' fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party's use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, PARTNER MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.

    15.7. Compliance with Laws.

    In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it.  Partner further agrees to cooperate and provide information requested by Tweed to facilitate their compliance with any applicable law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury. Without limiting the foregoing, Partner acknowledges and agrees that "restricted transactions" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulations GG, as they may be amended from time to time ("Restricted Transactions") issued thereunder are prohibited from being entered into or processed under this Agreement or through the Tweed NFT Service. Partner represents and warrants that it will not submit such Restricted Transactions for processing.  Partner further acknowledges and agrees that it will not use the Software or Services involving any person or entity listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State's Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of Transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets Control or in connection with illegal activity of any kind.

    15.8. Force Majeure.

    Tweed will not be liable for delays in processing or other non-performance caused by events such as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this provision will affect or excuse Partner's liabilities and obligations for Chargebacks, refunds, or unfulfilled products and services.

    15.9. Amendment.

    This Agreement may be amended at any time by Tweed on email notice to Partner, notice through the Account or by updating these terms posted to the Site. This Agreement shall be amended as per the terms of such notice if Partner does not terminate this Agreement within thirty (30) days of such notice. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Payment Network Rules, Applicable Law or any third party with jurisdiction over the matters described herein, such amendment will be effective immediately. Your electronic signature or continued submission of Transactions following such notice will be deemed to be your acceptance of such amendment.

    15.10. Third Party Beneficiaries.

    Except as expressly provided in this Agreement, the parties do not intend for any persons to be third party beneficiaries of this Agreement and nothing in this Agreement is intended to confer upon any person any rights or remedies.  Tweed reserves the right to perform some or all of its obligations under this Agreement through one or more third parties.

    15.11. Relationship Between the Parties.

    The parties shall perform their duties under this Agreement as independent contractors. Nothing contained herein will be deemed to create any other relationship between the parties. It is agreed that no party will represent itself to be the joint venturer, co-owner, partner, employer or employee of another party. The parties agree that, except as specifically provided in this Agreement, no party grants any other party the power or authority to make or give any agreement, statement, representation, warranty or other commitment on behalf of another party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of another party, or to transfer, release or waive any right, title or interest of such another party.

    
    

16. Glossary

    16.1. Definitions:  In this Agreement, capitalised words have the following meaning:

    Account means a unique digital account that allows Partner to send, receive and store information related to this Agreement.  The Account is not a hosted wallet and cannot be used to store or transfer Digital Assets.

    Affiliates means companies which are, along with either of the parties, under the common control of another company, control meaning the direct or indirect ownership of more than fifty percent (50%) of voting rights and/or capital shares.

    Application means the electronic form or fields for completion on acceptance of this Agreement, cover pages of this Agreement, if any, and any other material supplied by Partner to Tweed in support of obtaining the Services or Services from Tweed, such as they may be from time to time.

    Approved Network means the blockchain or network supporting an NFT and Transactions in that NFT, as determined by Tweed. 

    Blocked Address means an Approved Network or other blockchain wallet address that is prohibited by Tweed from interacting with the Wallet, such as they may be from time to time.

    Data means Partner Data or Tweed Data.

    Data Protection Laws are the laws and regulations applicable to the Processing of Personal Information including but not limited to the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA);

    Device means a Partner or an End User’s phone, tablet, computer or other internet enabled electronic device on which Partner or an End User operates a Wallet.

    Digital Asset means Virtual Currency, NFT or Token, each on an Approved Network.

    Documentation means marketing materials, product manuals and operating guides relating to the Services, whether in print or electronic form, provided by Tweed to Partner from time to time.

    End User means a person or entity that is the rightful receiver of an NFT that is subject to a Transaction hereunder.

    External Wallet means a Wallet owned by an End User or a third party and from which Tweed is not capable of initiating any Transaction.

    Fees means the fees payable by Partner for the Services, as presented for acceptance by Partner in the Application, Account or by such other means as Tweed may make available.

    NFT means a one-of-a-kind, non-fungible, cryptographic token representing a unique digital asset for which there is no copy or substitute.  An NFT cannot be substituted for another NFT as each NFT is distinctive and unique in some way.  An NFT is not a medium of exchange and is not convertible virtual currency.

    OFAC means the U.S. Department of the Treasury Office of Foreign Asset Control.

    Partner Data means Data that belongs to Partner and is provided by Partner to Tweed hereunder.

    Partner KYC Information means information requested by Tweed or provided by Partner in relation to the initial establishment of the Account or the subsequent operation of the Account and includes, but is not limited to, Partner name, address, email address, date of birth, government-issued photo identification, taxpayer identification number, government identification number, bank or other payment account information, IP address, a photo or video of the Partner, MAC address of Partner device, payment account information (e.g. credit card) and Partner Wallet information.

    Partner Solution means those products and services of Partner supplied to End Users or other third parties under Partner Terms or otherwise, such as they may be from time to time.

    Partner Terms means terms applicable between Partner and End User governing the transfer of an NFT from Partner to End User that is the subject of a Transaction. 

    Personal Information Breach is a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, Partner Personal Information;

    Personal Information is information that identifies, relates to, describes, is reasonably capable of being associated with or could reasonably be linked, directly or indirectly, with a particular identifiable person or household;

    Process means the collection, handling, use, storage, disclosure, transmission or any other operation performed on Personal Information; and

    Sanctioned Jurisdiction means any jurisdiction that is subject to OFAC or other U.S. sanctions including but not limited to Afghanistan, Balkans, Belarus, Burundi, Central African Republic, Crimea Ukraine, Cuba, Democratic Republic of Congo, Guinea-Bissau, Iran, Iraq, Lebanon, Libya, Mali, Myanmar, Nicaragua, North Korea, Somalia, Sudan and Darfur, South Sudan, Syria, Syrian Arab Republic, Ukraine, Venezuela, Yemen and Zimbabwe.

    SDN means a specially designated national or otherwise sanctioned individual or entity, as determined by OFAC or another regulatory agency.

    Site means https://paytweed.com or such other website or portal through which the Services are officered.

    Subprocessor is any third party who is engaged by Tweed to carry out specific Processing activities with Partner Personal Information.

    Tax means any state, local or federal taxes, levies, duties or fees that may be applicable to the Services, excluding any taxes based on the net income of Tweed.

    Territory means the world outside of Sanctioned Jurisdictions.

    Third Party Servicer Agreement means an agreement between Partner and a Third Party Servicer pursuant to which the Third Party Servicer delivers their services.

    Third Party Servicer means a third party: (i) whose service are compatible with the Processing Services or Tweed Wallet License Services, as indicated by Tweed in the Account; (ii) that Partner has retained under a Third Party Servicer Agreement; (iii) with whom Partner wishes to share Partner Data; and (iv) through which Partner wishes to deliver instructions to Tweed with respect to the Account.

    Token means a token published on the blockchain of a Virtual Currency, such as, for example a non-fungible token also known as an NFT.

    Transaction Data is the written or electronic record of a Transaction.

    Transaction is an actual or attempted NFT delivery transaction by Partner utilizing the Services to deliver a NFT to an End User on an Approved Network.

    Tweed Data means Data that is supplied by Tweed to Partner or an End User pursuant to this Agreement or Data that relates to the Services or Services or performance by Tweed hereunder.

    Tweed Privacy Policy means the Tweed privacy policy posted at https://www.paytweed.com.

    Tweed Site means https://www.paytweed.com.

    Tweed Terms means terms of use between Tweed and an End User concerning delivery of an NFT to the End User.

    Virtual Currency means a virtual currency based on a distributed blockchain ledger of an Approved Network over which no single issuer, holder or group of either has control.

    Wallet Address means one or more public addresses or keys on an Approved Blockchain that an End User creates using the Wallet and that are not Blocked Addresses.

    Wallet means the service of supplying an End User with an application, browser extension or code executed on their own Device which enables End User to: (i) create their own unhosted Digital Asset wallet addresses; (ii) control and access the associated private keys; (iii) receive Supported Digital Assets; and (iv) sign transactions on Approved Networks such as, for example, the sending of Supported Digital Assets from the Wallet to an external wallet.