Terms of Use

1. General

These Terms of Use including any referenced policies and guidelines (“Terms”) are a legal agreement between you and Nebula Labs Inc. (“Nebula,” “Company,” “we,” “us,” or “our”) and apply to your use of our Site. By using the Site, you agree that you’ve read and accept these Terms, as well as any other policies or rules referenced here. If you don’t agree or aren’t legally able to agree, please don’t use the Site.

Important: (1) The “Legal Disputes” section below includes an arbitration clause and a waiver of your right to join class actions, which means (a) you agree to resolve disputes through individual arbitration (not in court); and (b) you give up the right to join any class actions against us. (2) If you’re in the European Union, European Economic Area, United Kingdom, or in a place that doesn’t allow this type of arbitration, this notice doesn’t apply to you. (3) There is also a specific section for California and New Jersey residents in the United States with additional legal terms.

The Site may include links to third-party websites or services we don’t control. We’re not responsible for their content, quality, or privacy practices. Be sure to review their terms and policies before using them; it’s solely your responsibility.

2. Privacy Policy

To offer the Site, we may collect certain information about you, which we only use when we have a valid legal basis to do so. Please review our Privacy Policy, which is incorporated into these Terms and also governs your use of the Site. To the extent there is a conflict between the terms of the Privacy Policy and these Terms, the applicable provisions of these Terms shall control.

3. Changes to These Terms

We may update these Terms or change the Site at any time. This includes adding or removing features, limiting access, or stopping parts of the Site altogether. We may also add new terms that apply to certain features. Please check back regularly for the latest version of these Terms. When we make changes, we’ll update the “Last Updated” date at the top of the page. The revised Terms take effect right away once posted. By continuing to use the Site after changes are posted, you agree to the updated Terms, which replace any earlier versions.

4. Who May Use Our Site

Prohibited Users by Law

You may not use the Site if doing so would violate U.S. or other applicable export control or sanctions laws. This includes if you are, or are acting on behalf of, someone on a U.S. government sanctions list—such as a Specially Designated National (SDN) or similar restricted party. By using the Site, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. By using technology or software made available through the Site, you agree to abide by applicable laws, rules, and regulations, and you represent and warrant that you will not transfer, by electronic transmission or otherwise, any software or technology obtained through the Site to a foreign destination or foreign national in violation of applicable law.

Minors and Consent

The Site is not meant for minors. If you think a child under 13 (or 16 in the EU) has used the Site or shared personal information, please contact us at support@nebula.haus. You can only use the Site if you’re 18 or older, or if you’re old enough to legally enter into a contract where you live. If you’re not, you can only use the Site with a parent or legal guardian who agrees to these Terms and supervises your use. If you’re a parent or guardian and you allow your child (aged 13–17) to use the Site, you agree to these Terms on their behalf and take full responsibility for their use. To the extent allowed by law, Nebula is not responsible for anything your child does on the Site, even if you gave permission.

5. How The Game Works

Epochs and Memos

The Site operates on the Solana blockchain and uses smart contracts to enable a gamified on-chain messaging in recurring Solana “epoch” cycles (~48 hours) (each an “Epoch”). During each Epoch Users may submit a message limited in character length on-chain (“Memo”) displayed on the Site based on the Epoch Rules below. Each Memo may be subject to a SOL network transaction fee. To display a Memo on our Site, you must use a third-party wallet which allows you to engage in transactions on blockchains.

ALPHA by Haus is an on-chain public square. Memos are permanent, public, and recorded on Solana—there’s no undo button. You’re fully responsible for what you post.

We believe in free expression, but we also expect users to respect the Game and the Users in it. We’re committed to a civil and welcoming experience for everyone. Don’t use Memos to harass, threaten, or break the law. We reserve the right to restrict participation, hide content from the Site’s user interface (“UI”), or take other action if you break the rules, violate these Terms or make the space worse for others. The appearance of any Memo in the Site interface or on associated displays reflects automated protocol mechanics and does not constitute paid advertising or endorsement by Nebula.

Memo Rules

• No incitement of violence or promotion of violent ideologies.
• No promotion of hate based on identity or harming others.
• No calling for people or groups to be assassinated, murdered, or attacked physically.
• No harassment, block evasion, dogpiling, or doxxing of others.
• No coordinated activity to attack other users.
• No posting of private personal information about others.
• No racism, sexism, homophobia, xenophobia, ableism or casteism.
• No transphobic behavior such as intentional misgendering and deadnaming.
• No spamming.
• No impersonating an individual or entity in a deceptive manner or in an attempt to mislead others.
• No acting in a manner that violates laws in your jurisdiction.
• No posting content that is illegal or violates someone else’s intellectual property. Read Section 10 carefully.
• No encouraging others to violate these Memo Rules or Terms.
• Sexually explicit, pornographic or profane content must be tagged as NSFW.

Epoch Rules

• All Memos must meet the Memo Rules.
• Users pay a SOL tip (“Tip”) to post using the Alpha Memo program.
• Users can boost their Memo to the top of the page by submitting the largest Tip.
• The Memo with the highest Tip during the Epoch is displayed at the top of the Site (“Alpha Memo”) until another User with a higher Tip posts the Alpha Memo (tip must be at least .001 SOL greater).
• Users may also burn Epoch Tokens from previous Epochs in order to boost their messages on the Site.
• The Memo with the highest Burn during the Epoch is displayed prominently (“Burner Memo”) until another User posts a memo that burns more Epoch tokens.
• Tips go straight to a shared vault for that Epoch and get auto-swapped into alphaSOL using on-chain swaps.
• The User with the final Alpha Memo at the end of the Epoch is designated the “TOP ALPHA” of that Epoch.
• The User with the top Burner Memo at the end of the Epoch is designated the “TOP BURNER” of that Epoch.

Epoch Token Rewards

At the end of each Epoch, a fixed supply of tokens that include the message of the Alpha and other metadata are minted (“Epoch Tokens”).

Thirty percent of Epoch Tokens are programmatically paired with $alpha (a Liquid Staking Token created by Sanctum) and used to launch an AMM (liquidity pool). Note, prior to forming the AMM, 5% of the alphaSOL accumulated is directed to the Alpha Protocol vault.

The remainder of Epoch tokens are allocated for programmatic distribution from a shared vault into two tiers for the following User categories:

** The allocation for the Burner begins with the 2nd Epoch; the 30% normally allocated to the Burner will not be issued in the first epoch.

Alpha Token Rewards

Each Epoch, 2 million $alpha tokens are distributed pro-rata based on how the Epoch Tokens were distributed in that Epoch.

$alpha has a fixed supply of 1,000,000,000 tokens.

5% of the $alphaSOL in the Epoch Vault is diverted to the Alpha Protocol Vault (“Alpha Vault”). Once the Alpha Vault contains 5000 $alphaSOL, a new AMM is launched with 20% of $alpha token supply.

After the $alpha AMM is launched, 5% of Tips from each Epoch Vault will be used to buy and burn $alpha.

Claiming Rewards

It is your sole responsibility to check the Site or blockchain to assess your allocation. Users are responsible for any Solana transaction fees associated with the claim.

You are solely responsible for determining and fulfilling any tax obligations that may apply to your transactions involving Tokens, including without limitation any obligations to withhold, collect, report, or remit taxes to the appropriate tax authorities. Nebula does not and will not provide tax advice, and is not responsible for determining, withholding, collecting, reporting, or remitting any taxes arising from your use of or your transactions with Tokens, except to the extent Nebula is legally required to do so.

6. Validator Disclosure

$alphaSOL is the paired asset in the vaults. When SOL is swapped into $alphaSOL within the protocol, that SOL is delegated to the Haus validator on Solana. This delegation helps secure the network and contributes to the long-term sustainability of the protocol. Any block rewards earned through this delegation may be used to support ongoing development, community initiatives, and future protocol improvements. This design helps ensure that protocol growth and community engagement are aligned over time.

By participating, you acknowledge that validator staking is part of the protocol’s economic loop and that it helps fund and maintain the project in a transparent, community-aligned way.

7. Digital Assets Risk Disclosures

Use of the Site and participation in the Game is entirely voluntary and at your own risk. The Game is powered by smart contracts deployed on the Solana blockchain which operate autonomously and in a decentralized manner. Nebula does not control, guarantee, or assume responsibility for the execution, outcomes, or functionality of any on-chain interactions.

Digital assets (“Tokens”) available through the Game are designed solely for personal use, participation, and enjoyment within the ALPHA by Haus ecosystem. They are not intended to function as investment vehicles or financial instruments, and should not be acquired with the expectation of profit or resale value. These Tokens are not securities under U.S. federal, state or foreign securities laws. By acquiring or using Tokens, you represent and warrant that: (A) you are acquiring Tokens for personal use and participation in the protocol, not for speculative or investment purposes, and (B) you do not expect to gain any ownership, equity interest, or share of profits in Nebula, the ALPHA by Haus Protocol, or any affiliated team, DAO, or community. You acknowledge that future changes in law, regulation, or government action—in the U.S. or elsewhere—could impact your ability to access, use, transfer, or exchange Tokens.

By accessing our Site and participating in the Game, you confirm that you have a basic understanding of how blockchain technology and digital assets work, including the potential risks involved. You acknowledge that transactions made via smart contracts on blockchain networks (such as Solana) are executed automatically, are generally irreversible once confirmed, and may be subject to network congestion or variable fees. You understand and accept that the cost, speed, and success of blockchain transactions can fluctuate significantly based on network activity and other factors beyond our control.

By using the Site, you further acknowledge and agree that: (a) you assume full responsibility for all risks associated with your use of the Site and any transactions involving Tokens, including (i) loss of access to assets due to lost private keys or wallet credentials; (ii) smart contract bugs, exploits, or failures; (iii) network latency, congestion, or outages on the Solana blockchain; (iv) changes in laws or regulations that may affect token usage or availability; (b) Nebula is not your broker, agent, advisor, or fiduciary, and does not provide investment, legal, or tax advice; and (c) no content or communication from us should be construed as a recommendation or endorsement of any Tokens or strategy.

8. Identity Verification

ALPHA by Haus is a permissionless protocol. You are not required to create an account to use the on-chain components of the protocol. All participation occurs through self-custodied wallets and blockchain interactions.

We will maintain the Solana program update authority for a brief period after initial launch. Thereafter, we will not control access to the underlying smart contracts on the Solana blockchain, which are open and permissionless. However, we reserve the right to restrict or block access to the UI or related off-chain services at our sole discretion if we reasonably believe such access would pose legal, regulatory, or security risks.

However, in limited circumstances—such as when accessing specific features on the Site, participating in promotions, or where required by law—we may request additional information from you. Providing such information is optional, but failure to do so may restrict your ability to access certain non-essential features or off-chain services. If you choose to provide any personal or identifying information, you represent and warrant that it is accurate, complete, and kept up to date. We reserve the right to suspend or restrict access to parts of the Site if we believe that any information provided is false, misleading, or incomplete.

We may, but are not obligated to, use third-party service providers to verify any submitted information or to screen for fraudulent activity, regulatory compliance, or sanctions exposure. All data will be processed in accordance with our Privacy Policy.

We reserve the right to restrict access to the Site (a) from jurisdictions where use of the protocol or Site would violate applicable laws or regulations; (b) from wallet addresses or IP addresses associated with countries subject to comprehensive U.S. sanctions; or (c) from wallets flagged or associated with known illicit activity, including those identified by blockchain analytics providers as participating in hacks, fraud, terrorism financing, or sanctions evasion.

9. Our Intellectual Property Rights

The ALPHA by Haus protocol operates on a decentralized, permissionless basis. Anyone may interact with or build on the protocol using publicly available smart contracts, subject to applicable law. However, the Site, including its UI, branding, and visual presentation, is proprietary to Nebula and protected under intellectual property law.

Nebula owns all rights, title, and interest in and to the Site and related materials, including but not limited to the trademarks “Nebula,” “Haus,” “ALPHA by Haus,” the Haus logo, and any associated brand elements (collectively, the “Nebula Marks”); the visual design, layout, and user experience of the Site; and all underlying code and original content not otherwise covered by open-source licenses (collectively, the “Nebula IP”).

You may not copy, reproduce, distribute, modify, or create derivative works from the Nebula IP or use the Nebula Marks in a way that suggests endorsement, affiliation, or origin—unless expressly authorized by Nebula or otherwise permitted by law or license.

Use of the Nebula Marks without Nebula’s prior written permission is strictly prohibited. All goodwill arising from authorized use of the Nebula Marks shall inure exclusively to Nebula. Any rights in the Site, Nebula Marks, and Nebula IP not expressly granted herein are reserved.

10. Your User Content

Ownership and Use of Protocol Content

Any User Content submitted on-chain is public, immutable, and not controlled by Nebula. We do not claim ownership of your on-chain submissions, and we cannot remove or alter them. By participating in the Game, you acknowledge that your content becomes part of a public, blockchain-based record. The appearance of any User Content in the Site interface or on associated displays reflects automated protocol mechanics and does not constitute paid advertising or endorsement by Nebula.

“User Content” refers to any text, images, audio, video, graphics, software, code, data, and materials that you or other Users submit, post, transmit, or otherwise make available via the Site or protocol—including Memos, comments, reactions, or other contributions.

You are solely responsible for any User Content you submit, and for ensuring it meets our Community Posting Guidelines. You represent and warrant that:

• You own or control all rights necessary to grant the licenses described in these Terms.
• Your User Content does not violate our Community Posting Guidelines.
• Your User Content does not infringe or misappropriate any copyright, trademark, trade secret, patent, right of publicity, or other proprietary right of any person or entity.
• Your User Content does not contain the name, image, likeness, voice, or persona of any identifiable individual without that individual’s consent.
• Your User Content does not promote or advertise any third-party products, services, tokens, investments, or commercial offerings.
• Your User Content reflects your genuine opinion, commentary, or expression and does not falsely imply sponsorship or endorsement.
• Your User Content does not contain false, misleading, defamatory, or unlawful statements about any person, company, or product.

License to Use and Publicly Display User Content

To the extent you submit any User Content to the Site or off-chain services (e.g., through hosted discussions, social features, or customer support), you grant Nebula a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, transferable license to use, copy, modify, publish, publicly display, and distribute your User Content solely for the purpose of operating, improving, or promoting the Site or the community.

Without limiting the foregoing, you acknowledge and agree that User Content submitted through the Site or protocol may be displayed publicly in connection with the operation, promotion, or visualization of the ALPHA by Haus ecosystem. This may include display on websites, social media channels, live event installations, digital signage, and outdoor advertising displays such as digital billboards. By submitting User Content, you expressly consent to such public display and waive any claim arising from the location, scale, format, or context in which such content may be presented, except as required by applicable law. For the avoidance of doubt, Nebula may edit, crop, truncate, stylize, or otherwise modify User Content for formatting, display, or safety purposes when presented in public displays or promotional contexts.

The appearance of any User Content in the Site interface or on associated displays reflects automated protocol mechanics or editorial selections and does not constitute paid advertising or endorsement by Nebula. Participation in protocol mechanics, including tipping, ranking, or Memo status, does not guarantee that any User Content will be selected for display on public installations or promotional media.

Content Moderation. Nebula may, but is not obligated to, review, filter, moderate, hide, block, or remove User Content displayed through the Site or any associated services, including public displays or promotional installations.

Nebula may take such action at any time and for any reason, including where Nebula in its sole discretion believes the User Content violates these Terms, including the Community Posting Guidelines, may expose Nebula or its partners to legal risk, may infringe intellectual property or publicity rights, may be misleading, defamatory, or unlawful, or may be harmful to the community or the reputation of the Site. You agree that Nebula shall not be liable for any decision to block or restrict User Content.

11. Prohibited Conduct

Certain activities, whether legal or illegal, may be harmful to other Users and violate our rules, and some activities may also subject you to liability. You are responsible for your conduct while using the Site, and for any consequences.

Unless applicable law mandates that you be given the right to do so, you agree that you will not:

• post content or take any other action that violates the Memo Rules and Epoch Rules;
• use the Site or information contained on the Site to submit, upload, post, email or otherwise send or transmit any unauthorized or unsolicited advertising, promotional materials, junk mail, pyramid schemes, or any other form of solicitation;
• access, tamper with, or use nonpublic areas of the Site, or the technical delivery systems;
• violate or attempt to violate, bypass, remove, deactivate, descramble, or otherwise circumvent the security of the Site, whether in an automated fashion or otherwise;
• attempt to access or download User Content from the Site through the use of automation software, bots, spiders, crawlers, data mining tools, or hacks, tools, agents, engines, or devices of any kind, except as provided by Nebula;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site;
• extract, scrape, or index the Site;
• transmit (or attempt to transmit) any viruses, worms, defects, Trojan horses or other computer code or items of a contaminating or destructive nature through or in connection with the Site that interrupt, destroy or limit the functionality of the Site or any other computer software or hardware or telecommunications equipment;
• interfere with or attempt to interfere with the proper working of the Site or the use and enjoyment of the Site by other users;
• harvest, collect, store or use information, including personal information, about other Users of the Site by electronic or other means;
• violate any applicable law or regulation, including without limitation money laundering, terrorist financing or trade sanctions violations; and
• encourage or assist anyone else in engaging in any of the above activities.

The above is not a complete list of illegal and/or prohibited uses of the Site. Nebula shall have the right, but not the obligation, to investigate any illegal and/or unauthorized use of the Site and initiate appropriate legal action, including without limitation, by seeking civil and/or injunctive relief.

12. Warranties and Disclaimers

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, USER CONTENT AND TOKENS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS OR GUARANTEES THAT: (A) THE SITE OR CONTENT ON THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS; (C) THE GAME IS APPROPRIATE OR AVAILABLE FOR USE IN YOUR JURISDICTION; (D) ANY INFORMATION OBTAINED THROUGH THE SITE WILL BE ACCURATE, TIMELY, UP-TO-DATE, RELIABLE, VALID OR MEET YOUR EXPECTATIONS; OR (E) INTERACTIONS WITH OTHER USERS OR PERSONS YOU CONNECT WITH THROUGH THE SITE WILL BE SAFE, APPROPRIATE, OR FREE OF MISCONDUCT.

YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR COMMUNICATIONS AND INTERACTIONS—WHETHER ONLINE OR OFFLINE—WITH OTHER USERS OF THE SITE AND ANY OTHER INDIVIDUALS YOU ENGAGE WITH THROUGH YOUR USE OF THE SITE. WE DO NOT SCREEN USERS OR INQUIRE INTO THEIR BACKGROUNDS AND MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THEIR CONDUCT. YOU ARE RESPONSIBLE FOR TAKING REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHERS, PARTICULARLY IF MEETING OFFLINE OR IN PERSON.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH CASES, THE ABOVE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Indemnification

You agree, to the extent permitted by law, to indemnify, defend and hold harmless Nebula and its directors, officers, stockholders, employees, members, representatives, consultants, affiliates, partners, distributors and agents from and against any and all claims, demands, liabilities, damages, losses, and costs (including attorney’s fees and expenses) (“Claim(s)”) arising from or related to: (a) your breach of or failure to comply with these Terms, (b) your violation of any applicable law or regulation; (c) any User Content that you submit or transmit, including without limitation, any allegation that your User Content infringes, misappropriates, or violates the intellectual property, publicity, privacy, or other rights of any third party; (d) your use of the Site or Tokens; or (e) your willful misconduct.

Nebula reserves the right, at its expense (but is under no obligation), to assume exclusive defense and control of any Claim subject to your obligation to indemnify us. You further agree to cooperate with Nebula in the defense and settlement of such Claim as requested by Nebula, including, but not limited to, promptly supplying all information and materials requested by Nebula in connection with such defense.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEBULA OR ITS RESPECTIVE OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DISTRIBUTORS, PARTNERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THE SITE OR VIA OTHER CHANNELS, BE LIABLE UNDER THESE TERMS FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. NOTWITHSTANDING THE FOREGOING, IF NEBULA IS FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO $100 USD.

15. Legal Disputes and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

About Arbitration

Arbitration is a method of claim resolution that is less formal than a traditional court proceeding. It uses a neutral arbitrator instead of a jury and/or judge, and the outcome is subject to limited review by courts. An arbitrator can award the same damages and/or other relief as a court could do (including, but not limited to, injunctive and declaratory relief or statutory damages), and the arbitrator must follow the terms between the parties as a court would be required to do.

The arbitrator also has the sole authority to and shall address all claims or arguments by all parties concerning the formation, legality, and enforceability of an arbitration clause, the scope of the arbitration clause, and the arbitrability of any claim or issue arising between the parties.

YOU ARE AGREEING TO BINDING ARBITRATION

UNDER THE TERMS OF THIS SECTION, YOU ARE AGREEING TO RESOLVE ALL DISPUTES (UNLESS LISTED IN AN EXCEPTION BELOW) THROUGH BINDING INDIVIDUAL ARBITRATION, AND WAIVE YOUR RIGHTS TO TRY ANY CLAIM IN COURT BEFORE A JUDGE OR JURY AND TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION.

Any dispute, claim or controversy between you and Nebula Labs Inc. and/or its employees, officers, directors, principals, subsidiaries, affiliates, agents, successors and assigns (collectively, for purposes of this section only, “Nebula Labs”) arising from or relating in any way to the following shall be resolved by binding arbitration: (1) the terms of the Agreement between you and Nebula Labs, and their interpretation, including, but not limited to, the breach, termination or validity of such terms; (2) your use of any website or service owned or operated by Nebula Labs; or (3) any products or services sold or distributed by Nebula or through any website or service owned or operated by Nebula Labs. Notwithstanding the foregoing, you and Nebula shall each have the right to institute a legal action in a court of proper jurisdiction seeking injunctive or other equitable relief, pending a final decision by the arbitrator.

JURY TRIAL AND CLASS ACTION WAIVER

Except as otherwise set forth in the Agreement between us, you and Nebula Labs each acknowledge and agree that you are waiving the right to a trial by jury and to the litigation of disputes in state or federal courts of general jurisdiction. You and Nebula Labs further agree that any arbitration shall be conducted in our individual capacities only and not as a class action/class arbitration or other representative action, and expressly waive our right to file a class action or seek relief on a class basis. You and Nebula Labs may not be plaintiffs or class members in any purported class, collective, private attorney general, or representative proceeding, or otherwise make or proceed with any claim on a collective or consolidated basis, and we may each bring claims against one another only in an individual capacity. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the individual claim. Other rights that you would have if you went to court, such as access to discovery, also may be limited or unavailable in arbitration.

Limited Exceptions to Binding Arbitration

Each of you and Nebula Labs retains the right to bring an individual action in small claims court.

Each party may also seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Notwithstanding this Arbitration Agreement, each of us may bring an action in any court of competent jurisdiction to stop and/or seek compensation for the intentional or willful misuse or abuse of its IP addresses, products, and Site. Disputes also include disputes that arose or involve facts occurring before the existence of these Terms, as well as claims that may arise after termination.

Arbitration Rules

Any arbitration will be held before a single neutral arbitrator and will be governed by the American Arbitration Association (“AAA”) Consumer Arbitration Rules and the Consumer Due Process Protocol (collectively, the “AAA Rules”) currently in effect, and will be administered by the AAA. To some extent the AAA Rules may be modified by this Agreement. To the extent that there is a conflict between the Agreement between you and Nebula Labs and the AAA Rules, the arbitrator shall resolve such conflicts so as to preserve the parties’ mutual obligation to arbitrate claims on an individual basis.

Costs of Arbitration

Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the AAA Rules. If the value of your claim does not exceed $10,000, Nebula Labs will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

Opting Out of Arbitration

You may opt out of this agreement to arbitrate by following the instructions below. If you do opt out in accordance with this section, neither you nor Nebula Labs may require the other party to arbitrate claims. To opt out, you must notify Nebula Labs in writing within thirty (30) days of the date that you first became subject to these Terms, including the agreement to arbitrate.

To opt out, please send an email notice to legal@nebula.haus with the subject line “Arbitration Opt-Out” or a physical notice to the following mailing address, including your name, address, at least one wallet address you’ve used to interact with the ALPHA by Haus protocol, and a clear statement that you intend to opt out of this arbitration provision:

16. Governing Law and Venue for Disputes

You and Nebula agree that any claim between us involves commerce under, and is governed exclusively by, the Federal Arbitration Act (“FAA”) and federal law, and not by any state or local laws, or the laws of other countries, concerning or purporting to place limits on the availability or scope of arbitration or in any way imposing requirements beyond or inconsistent with those set forth in the FAA.

For all actions under the AAA Rules, the proceedings may be filed in the territory where you live, or in New York County, New York, and any in-person hearings will be conducted at a location which is reasonably convenient to both parties, taking into account each party’s ability and means to travel, as well as other relevant circumstances. For any actions not subject to arbitration or mediation, you and Nebula mutually agree to submit to the personal jurisdiction of a state or federal court located in New York County, New York.

To the limited extent that these Terms allow you or Nebula to initiate litigation in a court instead of arbitration, other than for small claims court actions, both you and Nebula agree to the exclusive jurisdiction of and venue in the state and federal courts located in the Southern District of New York. Each of the parties hereto waives any objection to jurisdiction and venue in such courts. These Terms and your use of the Site is governed by the laws of the State of New York, excluding its conflicts-of-law rules.

17. Limitation Period for Claims

By using the Site, you agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Site or the Agreement must be filed by you within one (1) year after the claim or cause of action arose. Please note that some jurisdictions do not allow limitations on claims, and in such cases, the foregoing provision may not apply to you.

18. Notices to California Residents

If you are a resident of the State of California, the following information applies to you: Pursuant to California Civil Code Section 1789.3, users of the Site from the State of California are entitled to the following specific consumer rights notice: If you have a complaint regarding the Site, or to receive information regarding use of the Site, please contact us at the contact information set forth below under Contact Us. The Complaint Assistance Unit of the Division of Consumer Site of the California Department of Consumer Affairs may be contacted online, by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

19. Notice to New Jersey Residents

If you are a resident of the State of New Jersey, to the extent that New Jersey law applies, the disclaimers, indemnification, limitations of liability provisions of the Agreement do not limit any rights you may have as a consumer under New Jersey law and are intended to be only as broad and inclusive as permitted by the laws of the State of New Jersey. Nebula hereby reserves all rights, defenses, and permissible limitations under New Jersey law. Nothing in this section shall modify the binding arbitration clause and waiver for class action and jury trials set forth in the section above entitled “Legal Disputes and Arbitration.”

20. DMCA: Copyright Infringement

Nebula takes claims of copyright infringement seriously and will respond to notices of alleged infringement in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. Sec. 512) (“DMCA”). Because this protocol is decentralized, User Content is permanently recorded on public blockchains and cannot be modified or removed by Nebula or anyone else. However, we may take steps to remove or disable access to infringing material displayed through the UI.

If you believe content displayed on the Site infringes your copyright, you may submit a notice under the DMCA requesting its removal from the UI. Please note that Nebula cannot remove content that is stored directly on-chain or distributed via third-party services not under Nebula’s control.

DMCA Notification

In accordance with the DMCA, the written notice (“DMCA Notice”) that you submit must include substantially the following information:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed, or if the claim involves multiple works on the Site, a representative list of such works.
• Identification of the allegedly infringing material as it appears on the Site, including sufficient information to locate it such as URLs or screenshots.
• Adequate information by which we can contact you, including your name, postal address, telephone number, and, if available, email address.
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Copyright Agent

Please provide all DMCA Notices to our designated Copyright Agent listed below:

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Following receipt of your communication, Nebula may ask you to provide further or supplemental information, prior to removing or disabling access through the UI, as Nebula deems necessary to comply with the provisions of the DMCA.

Counter notification

You may submit a counter notification to the Copyright Agent. To be effective, your counter notification must be a written communication provided to the Copyright Agent that includes substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work to which access has been disabled and the location at which the material appeared before access to it was disabled.
• Adequate information by which we can contact you, including your name, postal address, telephone number, and, if available, email address.
• A statement under penalty of perjury that you have a good faith belief that the material was disabled as a result of mistake or misidentification of the material to be disabled.
• If your address is in the United States, a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located.
• If your address is outside of the United States, a statement that you consent to the jurisdiction of any judicial district in which you may be found, and that you will accept service of process from the person who provided notification or an agent of such person.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

After receipt of a counter notification, Nebula will promptly provide the person who submitted the claimed copyright infringement notification with a copy of the counter notification, and will inform that person that Nebula will replace the removed material, or cease disabling access to that material within 10 business days.

Nebula will then replace the removed material and cease disabling access to it between 10 to 14 business days following receipt of the counter notice, unless the Copyright Agent first receives notice from the person who notified Nebula of the claimed copyright infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on Nebula’s Site.

Sworn Declaration

The DMCA requires that you swear to the facts in your copyright complaint under penalty of perjury. It is a federal crime to intentionally lie in a sworn declaration. Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages, including costs and attorneys’ fees, under Section 512(f) of the DMCA.

21. Force Majeure

Nebula will not be liable to you for any failure or delay in our performance under the Agreement, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, governmental actions, war, invasion or hostilities, terrorist threats or acts, protests, riots or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, telecommunication breakdown, power outages, lockouts, strikes or other labor disputes, and/or delays or limitations affecting manufacturers and/or shipping carriers.

22. Termination

Nebula reserves the right, in its sole discretion, to terminate, suspend, and/or restrict your access to all or any part of the Site, including particular features of the Site or Game, at any time for any reason or no reason, without notice or liability.

Nebula shall not be liable to you or any third party in connection with termination of your access to the Site. Upon termination, all provisions of these Terms which are intended to survive termination, shall survive, including, but not limited to, all representations and warranties, disclaimers, limitations of liability, and indemnification obligations. You agree not to create a new wallet address and use our Site after being prohibited from accessing.

23. No Employment Relationship

Your use of the Site and any other contribution you make to the Site are completely voluntary and does not create any employment or business relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship in any way and of any kind between you and Nebula. Your use of the Site is intended for your enjoyment and benefit. The provision of the Site to you and others, and subject to your compliance with these Terms, constitutes the sole and sufficient consideration that you are entitled to receive for any User Content or other contributions you have made to the Site.

24. Miscellaneous Terms

Legal Notices

In some cases, Nebula may be required by applicable law to provide you with certain information and/or notify you of certain events. You acknowledge and consent that such legal notices will be effective upon posting them to the Site.

Entire Agreement

The Agreement contains the entire agreement between you and Nebula with respect to the Site and supersedes all prior or contemporaneous written or oral communications and agreements with respect to the subject matter. If any inconsistency exists between these Terms and any additional terms and conditions posted on the Site, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control.

Severability

Except as provided in the section above entitled “Legal Disputes and Arbitration,” if any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired. If any provision of the Agreement is held invalid, illegal or unenforceable in any respect, (a) such provision shall be interpreted in such a manner as to preserve, to the maximum extent possible, the intent of the parties, (b) the validity, legality and enforceability of the remaining provisions of the Agreement shall not be affected or impaired in any way, and (c) such interpretation shall not affect the validity, legality or enforceability of the applicable provision(s) under different circumstances.

Waiver

No provision of the Agreement shall be waived except in writing, signed by the party against whom the waiver is sought. No failure to exercise, partial exercise of, or delay in exercising any right or remedy under the Agreement shall be considered a waiver or estoppel of any right, remedy, or condition.

Assignment

Nebula may assign or delegate these Terms of Use and/or the Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign, transfer, or sublicense any of your rights or obligations under the Agreement without the prior express written consent of Nebula and any unauthorized assignment and delegation by you is void.

25. Contact Us

If you have any questions about these Terms of Use or your use of the Site, please contact support@nebula.haus. In order to allow us to efficiently respond to your inquiry, please include “ALPHA by Haus Terms of Use” in the subject line and provide a detailed description of the particular question or issue.