1.1 Device Profiles are User-Provided Content. User is solely responsible for the Device Profiles that User creates, configures and deploys to User Devices using the Platform. User is responsible for maintaining, operating, and ensuring the ongoing health of User's own hardware in a safe and responsible manner. Adosia is in no way responsible for any magnitude of damages or injuries resulting from hardware failure or User's improper implementation and/or use of Adosia's hardware or Platform.

1.2 Adosia Subassemblies. Adosia physical products consist components or subassemblies that can be integrated by into prototypes and product designs as created by Adosia IoT Platform Users, are not in any means marketed, designed or meant to be offered as a complete system or kit in any manner. Adosia Users alone are responsible for developing and/or sourcing any components required to create fully operational prototypes. Adosia Users are solely responsible for connecting their devices and configuring their device profiles into an operational status, as well as for conducting any testing or certifications as required by law relevant to productization.

1.3 General Safety. User acknowledges that incorrectly configured Profiles and/or User's actions or negligence can destroy User's hardware and/or system components. User acknowledges User can start a fire. User acknowledges User can hurt themselves or others in all kinds of messed up ways, including but not limited to, User or User Device poking User's or User's friend's eye(s) out, User Device creating hazardous environments, by User Device not operating or failing to operate as expected or desired, or by User Device operating exactly as User expected or desired. User agrees to review Adosia documentation and external resources and acknowledges usage of the Adosia IoT Platform requires User to acquire an understanding of basic principles associated with electronic subsystems. User acknowledges they are not stupid and can follow directions.

1.1 Membership for User Accounts. User acknowledges each User Device activated with the Network is subject to, and must be operated in accordance with, these Terms. User may upgrade account using either appropriate Fiat or Cryptocurrency to gain access to additional or enhanced featuresets. Adosia reserves the right to change or discontinue any of the underlying differentiating factors associated with the subscription services, and the right to cancel the subscription services at any time without notice.

1.2 Adosia Websites. User agrees that it will not use the Adosia Websites and/or its interfaces or any content therein or data obtained therefrom for any purposes other than as permitted under this Agreement and that User will not disseminate any of the information contained on Adosia Websites without prior written permission from Adosia. Access to the Adosia Websites may be limited in accordance with the website type. User agrees that it will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access or manage User's account with Adosia or to monitor or copy the Adosia Websites except on the prior written approval of Adosia.

1.3 Services. Adosia shall deliver Device Profiles, or cause Device Profiles to be delivered, to User Devices connected to and participating in the Adosia Network as designated by User. Adosia does not guarantee that the Device Profiles will update within any particular timeframe as algorithms are designed to minimally interfere with User Device operation. The breadth of available features for Device Profiles may change during the term of the Agreement for any reason or no reason, including as a result of: (i) User modifying its chosen Device Profile Options; (ii) Adosia changing the software of the Adosia Network; (iii) Users changing Platform options; and/or (iv) Adosia adopting or discontinuing one or more methods or modes of distribution and/or Device Profile delivery. User understands that the membership of the Adosia Network is subject to change at any time for any reason without notice to User. USer understands and agrees that from time to time the Adosia Websites or Adosia Code may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Adosia may undertake from time to time; or (iii) causes beyond the control of Adosia or which are not reasonably foreseeable by Adosia, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion, or other failures. While Adosia will attempt to provide access to the Adosia Websites on a continuous basis, User acknowledges and agrees that Adosia has no control over the availability of the Adosia Websites on a continuous or uninterrupted basis and any failure resulting from technical difficulties does not represent a failure by Adosia to meet its obligations of this Agreement. User also understands and agrees that Adosia is not responsible for the functionality of any third-party website or interface. Terms of this Agreement are subject to Adosia hardware, software, and bandwidth traffic limitations. Adosia reserves the right to discontinue offering any of the functions on the Adosia Websites at any time. Except as otherwise specified by Adosia, User agrees that it will direct all communications relating to the Adosia Network, any Adosia Website, User Devices, Device Profiles, or User's participation therein directly to Adosia and not to any other entity, and that User will not hold Adosia liable for any failure to provide such Services.

1.4 ADO Tokens. ADO Tokens are the common currency of the Adosia Network and are required to secure Adosia IoT Device Profiles by writing them to blockchain. ADO Tokens may also be used to purchase Adosia IoT Subscription Services.

1.5 User Interface. Adosia shall provide to User access to its own administration and reporting interface through which User can manage User settings, Device Profiles, Devices and and monitor User's activities hereunder. User understands and acknowledges that the user interface, including all data and information contained therein, shall be the authoritative source of all such data and information. Unless explicitly stated otherwise, any new features that augment or enhance the Service, shall be subject to this Agreement. User understands and agrees that the Service is provided AS-IS and that Adosia assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any settings and information.

1.6 Accepting the Terms. In order to use the Services, User must first agree to the Terms. User may not use the Services if User does not accept the Terms. User can accept the Terms by: (i) clicking to accept or agree to the Terms, where this option is made available to User by Adosia in the user interface upon registration for any Service; or (ii) by actually using the Services. In the latter case (ii), User understands and agrees that Adosia will treat User's use of the Services as acceptance of the Terms and this Agreement from that point onwards.

1.7 Software Updates. The software which you use may either be updated or automatically download and install updates from time to time from Adosia. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. User agrees to receive such updates (and permit Adosia to deliver these to User and/or User's User Device(s)) as part of User's use of the Services.

You (User) acknowledge and agree that Adosia may preserve any and all information related to your Adosia User account activities and may also disclose such information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Information violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Adosia, its users and/or the public. You (User) understand that the technical processing and transmission of the Service, including your Adosia account information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

3.1 Licenses. Provided that User complies with all provisions of this Agreement, Adosia hereby grants to User a nonexclusive, limited, revocable license to use, execute, and download the Network IP solely for User's performance of its obligations hereunder. Except for the limited license expressly granted in this Section, 3.1, nothing in this Agreement shall be construed as Adosia granting User any right, title or interest in Network IP. User acknowledges and agrees that Adosia owns all right, title and interest in the Network IP and in related intellectual and proprietary rights of any kind anywhere in the world. User's use of the Network IP or the results created thereby, or disseminating or distributing the same, except as expressly permitted by this Agreement, is strictly forbidden and will result in the termination of this limited license and may result in User being held liable under applicable law.

3.2 Intellectual Property Ownership. Subject to the limited licenses granted to Adosia and User herein, each party shall own and shall retain all right, title and interest in its Intellectual Property. Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative or reverse engineered works or otherwise use any of the Intellectual Property of the other party without the express prior written consent of such party.

3.3 Data Ownership. User understands that all data, including, but not limited to, personally identifiable information provided by Users in response to any or all data provided by User Devices, reports, results, and/or information created, compiled, analyzed and/or derived by Adosia from such data is the sole and exclusive property of Adosia and is considered Confidential Information pursuant to this Agreement. Adosia, in our sole discretion, shall have the right to use, market, and re-market the User(s) and/or data without further obligation to User. User shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or information, or any portion thereof, to any third-party nor benefit any third party, including without limitation, any such data or information for purposes of enhancing a User's profile. Unless otherwise agreed to in writing by the parties, any other use of such data or information is strictly prohibited. User shall not transfer to Adosia any PII or any other User information subject to an opt-in approval by the User if such User has not granted User the right to share such information with third parties.

4.1 User Responsibility. The parties hereby acknowledge that User is solely responsible for the content, method and dissemination of the Device Profiles and that Adosia will not have any control over the content, method and dissemination and is relying entirely on these warranties made by User. User represents that it has paid all User License Fees and User covenants to timely pay any User License Fees required to be paid during the term of this Agreement. User further expressly agrees that it owns or has appropriate license(s) and/or government compliance and/or certification(s) as required for User to commercialize User Devices in accordance with applicable laws and regulations, and any such fees or costs incurred as result of the latter are User's obligation and not the obligation of Adosia. User agrees and understand that User is responsible for maintaining the confidentiality of passwords associated with any account User uses to access the Services. Accordingly, User agrees that User will be solely responsible to Adosia for all activities that occur under User's account. If User becomes aware of any unauthorized use of User's password or of User's account, User agrees to notify Adosia immediately via our contact form.

4.2 Warranties. User represents, warrants, covenants and acknowledges that (i) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under the Agreement; (ii) for User Devices, it will comply with all applicable federal, state and local laws and regulations including, without limitation, laws relating to advertising, the internet, privacy and unfair business practices; (iii) it will not engage in Prohibited Conduct; (iv) that User is either an entity or at least 18 years of age on the effective date of this Agreement; and (v) that Adosia does not make any specific or implied promises as to the successful operation or sustained operation of any User Device or Device Profile.

4.3 Mutual Warranties. Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound; and (iii) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.

5.1 Obligations. Internet consumer privacy is of paramount importance to Adosia, its subsidiaries, its community, and its Affiliates and Users. Adosia is committed to protecting the privacy of our Platform users, and to do its part to maintain the integrity of the internet.

5.2 Privacy Policy. Adosia'a privacy policy can be found by clicking here

6.1 Payment Rate and Terms. Adosia reserves the right to set rates based on IoT subscription service category, and may be adjusted by individual User. Adosia uses Square payment APIs to handle credit card transactions, and also to store card data on Square servers for recurring subscription payments

6.2 Cancellation. User may cancel and recurring subscription payments at any time. No refund for any previously billed cycle will be given upon cancellation of any service.

User is solely responsible for any legal liability arising out of or relating to (i) User's User Device(s), and/or (ii) any consumer and/or governmental/regulatory complaint arising out of any promotion or commercialization activity conducted by USer relevant to User's User Devices. User shall indemnify, defend, and hold harmless Adosia and its officers, directors, employees, agents, shareholders, partners, affiliates, representatives and agents (collectively "Adosia Parties") harmless from and against any and all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees including in-house counsel time, court costs and witness fees) (collectively "Losses") incurred by, or imposed or asserted against, the Adosia Parties which, if true, would constitute or relate to any claims, suits, or proceedings for (i) libel, defamation, violation of rights of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third-party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the User Devices or User's use of User Devices; (ii) any breach by User of any duty, representation or warranty under this Agreement; (iii) any breach by Adosia of any duty, representation, or warranty to provide Device Profiles for downloading by User Device(s) due to any breach by User of this Agreement; (iv) a contaminated file, virus, worm, or Trojan horse originating from the User Device(s); or (v) gross negligence or willful misconduct by User.

8.1 Disclaimer of Warranties. THE NETWORK AND ALL SERVICES PROVIDED BY ADOSIA ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADOSIA MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. ADOSIA IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.

8.2 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ADOSIA BE LIABLE TO USER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADOSIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. IN NO EVENT SHALL ADOSIA'S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION OR ONE THOUSAND DOLLARS ($1,000.00). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ADOSIA MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.

9.1 Termination. This Agreement, as may be amended, applies to User for as long as User utilizes User Devices and/or the Network. Adosia reserves the right to terminate any User or User Device from the Network at any time, with or without cause.

9.2 Post-termination. Upon termination, User agrees to immediately remove from the Network any and all connected User Devices.

Each party agrees that it may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). Adosia's Ad campaign rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated confidential by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty; or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, or upon written request by Adosia, User must destroy or return to Adosia any Confidential Information provided by Adosia under this Agreement.

This Agreement is governed by the laws of the State of North Carolina (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Raleigh, North Carolina. The parties consent to such venue and jurisdiction, waive any right to a trial by jury, and agree to waive the personal service of any process upon them by agreeing that service may be effected by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the last address provided by User. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs.

This Agreement, including exhibits and addenda, contains the entire understanding of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by a written instrument signed by the parties either physically or through a "click through" acknowledgement of assent. Notwithstanding the foregoing, Adosia shall have the right to change, modify or amend this Agreement, in whole or in part, by posting a revised Agreement at least five (5) days prior to the effective date of such change. User's continued use of the Network after the effective date of the aforementioned change shall be deemed User's acceptance of the revised Agreement.

Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to (i) for Adosia, via registered mail, return receipt requested or via an internationally recognized express mail carrier to: CEO and General Counsel, 315 W. Elliot Road, Suite 107-495, Tempe, AZ 85284 USA (effective upon actual receipt); and, (ii) for User at the email or physical address listed on its account (effective upon sending as long as Adosia does not receive an error message regarding delivery of the email) or five (5) days after mailing, whichever occurs first).

No rights or obligations under this Agreement may be assigned by User without the prior written consent of Adosia. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Adosia and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Each party is an independent contractor. Any intention to create a joint venture or partnership between the parties is expressly disclaimed. Except as set forth herein, neither party is authorized or empowered to obligate the other or to incur any costs on behalf of the other without the other party's prior written consent.

User shall not release any information regarding User's relationship with Adosia or its Affiliates including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Adosia. Adosia shall have the right to reference and refer to its relationship with User for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual written consent of Adosia and User.

Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of internet service providers, default due to internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening. Each party acknowledges that the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. All provisions are inserted conditionally on their being valid in law. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement, then (i) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.

Except as otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Failure of either party to require strict performance by the other party of any provision shall not affect the first party's right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.

Definition of Terms:

"ADO Tokens" means the currency used to purchase Adosia Network blockchain services.

"Adosia Code" means pixels, Intellectual Property, software, binaries or other computer code, and any deviations thereon, owned and provided by Adosia for use by User.

"Adosia Websites" means all websites that are owned, operated or hosted by or on behalf of Adosia, including, without limitation, Adosia's branded websites at https://adosia.com and https://adosia.io

"Device Profile" means a set of configuration parameters, defined and specified by User, which can be assigned to be downloaded to User Devices

"Intellectual Property" means trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, knowhow and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used by a party or which may be developed and/or used by it in the future.

"Network", also referred to as "Adosia Network", means the aggregate of individuals, entities, devices and Websites within or interacting with the Adosia Network.

"Network IP" means the Device Profile(s), Adosia Code and/or source code, and other Intellectual Property made available to User in connection with its performance under this Agreement.

"PII" means personally identifiable information.

"Prohibited Conduct" means conduct, during the course of performance of this Agreement that is listed elsewhere on any Adosia Website or by using Adosia technology in any way that may be considered harmful or reckless.

"Services" means the Device Profile creation & distribution services provided by Adosia pursuant to this Agreement.

"Spyware" means computer programs or tools that (i) alter a computer User's browser or other settings or use an ActiveX control or similar device to download ad supporting software without providing fair notice to and obtaining affirmative consent; (ii) prevent a User's reasonable efforts to block the installation of or disable or remove unwanted software; (iii) remove or disable any security, anti-spyware or anti-virus technology on a User's computer; (iv) send email through a User's computer without prior authorization; (v) open multiple, sequential, stand-alone Ads in the consumer's internet browser which cannot be closed without the User closing the internet browser or shutting down their computer; or (vi) other similar activities that are prohibited by applicable law.

"Subscription" means Adosia Services contracted by User which are automatically billed on a monthly basis.

"User" means any actual person accessing the Adosia Network, Platform or GUI used to create and deploy Device Profiles.

"User Device" means hardware that has been activated with the Adosia Network and programmed with a Device Profile as specified by the "User" in User Device.