Platform Usage Agreement
(This Is A Legally Binding Contract)

This Platform Usage Agreement (“Agreement”) between the Platform (as defined below) and the Seller and Purchaser as identified on the STRATO Mercata Marketplace hosted on the STRATO Platform (“Mercata”) (Purchaser and Seller may individually be referred to as a “Party” and collectively as “Parties”) governs the sale and transfer of the Real-World Asset specified in the Smart Contract created by or for the Parties on the Mercata Marketplace. All terms set forth in the Smart Contract found on the Mercata Marketplace pertaining to the Real-World Asset being transacted are incorporated herein by reference.
THE PLATFORM IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES ARE ADMINISTRATIVE ONLY. THE PARTIES BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF THE REAL-WORLD ASSET BEING TRANSACTED ON THE PLATFORM. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, THE PLATFORM MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF THE REAL-WORLD ASSET(S) BEING SOLD ON THE PLATFORM.
In this Agreement “we”, “our”, and “us” refer to Mercata, the Mercata Marketplace, or the site, the service provider (the “Platform”).
Description of the Services.
The Platform is an online trading platform where users can sell, purchase, list for auction, make offers, and bid on real-world assets. Platform users can obtain real-world assets by making an offer accepted by the seller, purchasing at a list price, or bidding on real-world assets available in Smart Contract-enabled auctions. Platform users will be able to search, browse, click on links, and purchase real-world assets on the Platform. A Smart Contract on the Mercata Marketplace shall be created to record the initial transfer of real-world assets on the Platform and any subsequent transfers thereto. (“Smart Contract” shall mean a self-executing contract with the terms of the agreement between buyer and seller being directly written into lines of code wherein the code and the agreements contained therein exist across a distributed, decentralized STRATO Mercata blockchain network and the execution and transactions of which are trackable and irreversible.)
Purchasing Real-World Assets with a List Price.
The Real-World Asset is offered for immediate acceptance at a purchase price (plus shipping and handling if so specified) established by the Seller on the Platform. Purchaser can purchase the asset for the purchase price through the Platform by sending an equivalent amount of currency to a Smart Contract configured to initiate a transfer of the asset being sold, applicable sales tax, if applicable, plus additional fees.
Making Offers on the Real-World Asset Listed for Sale.
Purchaser can make an offer for the listed Real-World Asset through the Platform. Offers on the Platform are legally binding, revocable offers to purchase the Real-World Asset listed for sale and are capable of immediate acceptance by the Seller of the Real-World Asset for which an offer has been made. By making an offer, Purchaser agrees to temporarily send and lose control over an amount of offered currency to a Smart Contract. The Smart Contract is configured to hold the offered currency until either the offer is accepted by the Seller, a higher offer is received, or the offer is revoked. The Seller of the asset being bid upon has the unilateral authority to accept the bid.
Fees.
Every transaction on the Platform is subject to fees collected to support the Platform. Unless otherwise specified in an ancillary document between us and a Party or Parties, the Seller of the Real-World Asset shall be charged a ten percent (10%) transaction fee for the initial transfer of a Real-World Asset. Any subsequent transfers of the same Real-World Asset shall incur a three percent (3%) transaction fee. The Party being charged authorizes the Platform to initiate debits in its account in settlement of the transactions being made and agrees to pay the Platform any transaction fees being charged for sale of the asset(s) and authorizes the Platform to deduct such fees either from that Party’s account directly or from the proceeds of the sale of the Real-World Asset(s). The Party being charged a transaction fee agrees and understands that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the STRATO Mercata blockchain network.
By transacting on the Platform and by using the Smart Contracts, the Parties hereby acknowledge, consent to, and accept all automated fees, commissions, and royalties for the transaction of the Real-World Asset on the Platform. The Parties hereby consent to and agree to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties. Purchaser hereby waives any entitlement to fees, commissions, or royalties paid to another by operation of the Smart Contracts. Seller hereby waives any entitlement to fees, commissions, or royalties paid to another by operation of the Smart Contracts.
The Parties agree and understand that as the Mercata Marketplace is in Beta testing as of the date of this Agreement, all payments, fees, commissions, and royalties will be transferred, processed, or initiated through ACH/Wire transfer, Stripe, PayPal or other similar means and thereafter recorded on the Smart Contract until the Mercata Marketplace activates capacity to collect payment information securely on-chain.
No Representations or Warranties.
The Real-World Asset and its description are posted by the Seller and may not be independently verified by the Platform and/or its partners. Therefore, the Purchaser’s reliance on such information is at Purchaser’s own risk. Because we do not control Seller content and/or other third-party sites and resources, Purchaser acknowledges and agrees that we are not responsible for the accuracy or availability of any Seller content and materials and/or external sites or resources. We make no guarantees regarding the accuracy, currency, suitability, or quality of any Seller content or asset that the Seller has put up for sale on the Platform. The Parties’ interactions with each other are solely between the Parties. The Parties agree that the Platform will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between the Parties, the Platform is under no obligation to become involved. The Parties acknowledge and consent to the risk that the price of the Real-World Asset purchased on the Platform may have been influenced by user activity outside of the control of the Platform. The Platform does not represent, guarantee, or warrant the accuracy or fairness of the price of any real-world asset sold or offered for sale on the Platform. The Parties agree and acknowledge that the Platform is not a fiduciary nor owes any duties to any user of the Platform, including the duty to ensure fair pricing of the real-world assets or to influence user behavior on the Platform. Transactions that take place on the Platform are managed and confirmed via the Mercata Marketplace. The Parties understand that their STRATO Mercata public address will be made publicly visible whenever the Parties engage in a transaction on the Platform. We neither own nor control Google Chrome, the STRATO Mercata network, or any other third-party site, product, or service that the Parties might access, visit, or use for the purpose of enabling it to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that the Parties may suffer as a result of their transactions or any other interaction with any such third parties. The Platform facilitates transactions between the Seller and the Purchaser. The Platform is not the custodian of any real-world assets. The Parties affirm that each is aware and acknowledges that the Platform is a non-custodial service provider and has no responsibility for nor custody of the Real-World Asset being sold.
Assumption of Risk.
Participating in the sale/purchase of the Real-World Asset on the Platform involves risks and potential financial losses, including but not limited to the following, the Parties accept and acknowledge that:
• They assume the risk of initiating, interacting with, and participating in transactions and take full responsibility and liability for the outcome of any transaction they initiate and participate in;
• They are knowledgeable, experienced and sophisticated in using blockchain technology, the Platform, and in initiating Mercata Marketplace based transactions;
• There are risks associated with purchasing assets sight unseen, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, and assets that may become untransferable;
• The Platform assumes no liability or responsibility to the Parties for any losses resulting from the sales or transactions occurring on the Platform;
• The Platform does not store, send or receive the Real-World Asset;
• Seller has physical possession of the Real-World Asset being transferred on the Smart Contract maintained by the Platform and is responsible for shipping said asset to the Purchaser upon receipt of full payment;
• The Platform is not responsible for losses due to blockchains or any other features of the STRATO Mercata network or any STRATO Mercata compatible browser or wallet, including but not limited to technical node issues or any other issues having fund losses as a result;
• The Smart Contracts may be subject to bugs, timing errors, hacking and theft, or changes to the protocol rules of the STRATO Mercata blockchain, which can adversely affect the Smart Contracts and may expose the Parties to a risk of total loss and forfeiture of the Parties’ chain of custody records on the Platform. The Platform assumes no liability or responsibility for any such Smart Contract or related failures, risks, or uncertainties;
• The Platform is subject to flaws and that the Parties are solely responsible for evaluating any code provided by the Platform.
The warnings provided above by the Platform in no way evidence or represent an ongoing duty to alert the Parties to all of the potential risks of utilizing or accessing the Platform.
Taxes.
The Parties are solely responsible for determining what, if any, taxes apply to their purchases and sales of real-world assets and remitting the same. The Platform is not responsible for determining and/or remitting the taxes, if any, that apply to the real-world asset transactions.
Representations and Warranties.
Each Party to this Agreement hereby represents and warrants that:
• It has full power and authority to enter into this Agreement and perform its obligations hereunder;
• It has not entered into any agreement that would prevent it from complying with this Agreement;
• It will comply with all applicable laws and regulations in its performance of this Agreement;
• That the content, media and other materials used or provided as part of the sales offering shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third-party; and
• It has read and understood all the terms of this Agreement and fully understands all the risks herein and is willing to assume all the liabilities and losses.
The Seller additionally represents and warrants that:
• It owns all right, title, and interest in the Real-World Asset and has the legal authority to sell or otherwise transfer the right to the Real-World Asset being offered for sale; and
• There are no applicable laws, rules, or regulations barring the sale of the real-world assets Seller has put up for sale on the Platform.
Copyright.
In the event the Real-World Asset being sold is a literary, dramatic, musical, or artistic piece of work, Purchaser agrees and understands that all copyrights are hereby reserves in the creator of the work and that no rights whatsoever to copy, reproduce, transmit, or distribute the work is being granted to Purchaser. No part of the work may be reproduced, transmitted, or distributed in any form without written permission from the creator of the work, except as permitted by U.S. copyright law.
No Liability.
To the maximum extent permitted by law, in no event shall the Platform be liable to the Parties or any third-party for any lost profits, lost data, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these terms or the Party’s use of, or inability to use, the site, even if the Platform has been advised of the possibility of such damages. Access to, and use of, the site is at the Party’s own discretion and risk, and each Party will be solely responsible for any damage to its device or computer system, or loss of data resulting therefrom. Each party’s aggregate and cumulative liability arising out of or relating to this Agreement, regardless of the form of the cause of action, whether in contract, tort (including without limitation negligence), statute or otherwise will be limited to direct damages and will not exceed the total amount paid or payable under this Agreement plus the cost of collection of such amounts.
Indemnification.
The Parties agree to indemnify and hold harmless the Platform and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of the Agreement by a Party, a co-conspirator, or anyone using a Party’s account. If we assume the defense of such a matter, the Party will reasonably cooperate with us in such defense.
Governing Law, Jurisdiction and Venue.
This Agreement will be governed by the laws of the State of Delaware, U.S.A. without regard to its conflict of laws provisions. The parties will resolve all disputes between the parties arising out of or relating to this Agreement by arbitration administered by JAMS in New York, New York in accordance with JAMS’ Streamlined Arbitration Rules and Procedures then in effect, by one commercial arbitrator with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. The arbitrator will have the authority to grant specific performance and to allocate between the Parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing Party in the arbitration will be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees, and all other expenses) incurred in connection therewith. In any arbitration arising out of or related to this Agreement, the arbitrator may not award a Party any incidental, indirect or consequential damages, including damages for lost profits. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including any hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each Party will have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief. For all purposes of this Section the sole jurisdiction and venue for actions related to the subject matter hereof will be the State of New York and U.S. federal courts located in New York, and all parties consent to the jurisdiction of such courts and waives all objections to this venue.
Entire Terms.
This Agreement in conjunction with the terms and conditions and privacy policy found on our website (www.blockapps.net) constitutes the entire agreement between the Parties and us relating to the Parties’ access to and use of the Platform and each Party’s participation in the transaction on the Platform.
Updates to Terms and Conditions.
The Platform reserves the right to update, change or modify the terms of the Agreement at any time and in our sole discretion. If we make changes to the terms, we will provide notice of such changes. If you do not agree to the revised Agreement, you may not access or use the Platform.
This Agreement will be executed on the Mercata Marketplace. By using the Mercata Marketplace to enter into this Agreement, the parties certify that the blockchain records found on the Mercata Marketplace correctly and truly sets forth the terms of the Agreement being entered into between the Parties.

IN WITNESS WEREOF, the Parties have executed this Agreement as of the date of execution specified on the Mercata Marketplace blockchain.

[Signatures to Occur On the Mercata Marketplace Hosted on the STRATO Mercata Platform]