FeelCoin Purchase Terms and Conditions
Effective: July 15, 2021 

Please read these Haptagram FeelCoin Terms and Conditions (“Haptagram Terms”) carefully. These Haptagram Terms form a legally binding contract between you and Haptagram Development LLC (together, with its affiliates, “Haptagram”) and govern your purchase and use of FeelCoins (“FeelCoins”) on the Haptagram Platform (as defined below). These Haptagram Terms incorporate by reference [the Haptagram Privacy Policy, Terms of Use, etc.] and such other applicable terms, guidelines, rules, and policies (collectively, the “Agreement”). Before purchasing or redeeming any FeelCoins or otherwise using the Haptagram Platform, please read the Agreement. If you receive, purchase, or redeem any FeelCoins or otherwise use the Haptagram Platform, you agree to be bound by the Agreement on behalf of yourself and all members of your household and others who use FeelCoins or otherwise use the Haptagram Platform under your account. To the extent these Haptagram Terms conflict with any of the other terms, these Haptagram Terms will govern.

1. What are FeelCoins?

FeelCoins are offered to users by Haptagram for purchase to provide access to the HaptagramTM Network and the Haptagram platform (collectively, the “Haptagram Platform”). FeelCoins can only be purchased and redeemed through the Haptagram Platform and are required to enable you to access or unlock certain features of the Haptagram Platform, including SDKs and Haptagram development tools, and other digital goods and products available on the Haptagram Platform, as further described in these Haptagram Terms. FeelCoins do not expire.

2. Who can buy FeelCoins?

Users of the Haptagram Platform who are aged 18 (or age of majority in your jurisdiction) or older may purchase FeelCoins from us using authorized payment methods and through payment providers made available and authorized by us.

3. How you can use FeelCoins

FeelCoins can be used to access the Haptagram Platform and to access certain content offered by the Haptagram Platform, and cannot be exchanged or be used for any other purpose. FeelCoins can only be used on our Haptagram Platform and cannot be combined or used in conjunction with other promotions, coupons, discounts or special offers, except those designated by us. Outside of the Haptagram Platform, FeelCoins have no monetary value (i.e., FeelCoins are not cash or a cash equivalent), and FeelCoins do not constitute currency or property of any type. Except as otherwise set forth in these Haptagram Terms, FeelCoins cannot be resold, transferred for value or redeemed for cash, except to the extent required by law. Except as otherwise provided in these Haptagram Terms, you cannot buy, sell, barter, trade or transfer FeelCoins to any third party, including to other Haptagram Platform users (including for money or any other consideration or items of value outside of the Haptagram Platform). Any FeelCoins assigned, sold, or otherwise transferred without the express written consent of us are void. Any user of the Haptagram Platform who violates this restriction may have his or her account terminated us, forfeit FeelCoins from his or her account, and/or be subject to liability for damages and litigation and transaction costs.

We may limit the number of FeelCoins you can purchase or receive within certain periods of time, or implement other restrictions on the receipt or use of FeelCoins. Haptagram does not guarantee that FeelCoins will be available at all times or at any given time, or that we will continue to offer FeelCoins for any particular length of time. Haptagram may modify FeelCoins at any time and for any reason, at our sole discretion, and such modifications may make FeelCoins more or less common, desirable, effective, or functional. Haptagram, and third parties who accept FeelCoins on the Haptagram Platform, may increase or decrease the number of FeelCoins required for a digital good, withdraw a digital good, and restrict any digital goods at any time, even though such changes may affect the utility of FeelCoins, or the ability to obtain or retain certain digital goods. Users should not rely upon the continued availability of any digital good on the Haptagram Platform. Haptagram, and third parties who accept FeelCoins on the Haptagram Platform, reserves the right to change or update the inventory of digital goods at any time without notice, including by removing any digital goods you may have already acquired, without liability to you. Haptagram reserves all rights, title, and interest in the digital goods, and all associated copyrights, trademarks, and other intellectual property rights therein.

4. Where can I purchase FeelCoins?

You can only purchase FeelCoins on the Haptagram Platform. To purchase FeelCoins, you must be a registered user on the Haptagram Platform and you must first accept these Haptagram Terms, which will be presented to you at the time of your purchase. You are responsible for maintaining the security of, and restricting access to, your Haptagram account and password, and you accept responsibility for all purchases and uses of FeelCoins that occur under your Haptagram account. Haptagram reserves the right to refuse or cancel orders of FeelCoins at any time and for any reason.

The price of the FeelCoins will be displayed at the point of sale. You’ll always see the final purchase price before you click to submit your order to purchase FeelCoins. You cannot cancel a purchase after it has been submitted. By submitting an order for FeelCoins through the Haptagram Platform, you represent and warrant that you are authorized to use the designated payment method and authorize Haptagram, or its designated payment processor, to charge the payment method you specify for the purchase amount, including all taxes, charges, and fees. All payments are to be made in United States Dollars, except where other currencies are offered via the payment methods made available by Haptagram. When your purchase is complete, we may send you a confirmation email that will have details of the FeelCoins you have purchased. You understand and agree that, you are responsible for all purchases made through your Haptagram Platform account. You acknowledge and agree that upon making any purchased FeelCoins available to you (or to their intended authorized recipients), Haptagram will have fully satisfied its obligation to deliver or otherwise provide such content, regardless of any failure or inability to use such content.

5. What methods can be used to purchase FeelCoins?

You can purchase FeelCoins using fiat currency or cryptocurrency using: (a) a valid bank account in the name that matches the name on your Haptagram Platform account, or (b) a debit or credit card that matches the name on your Haptagram Platform account, (c) any online wallet permitted by Haptagram through the Haptagram Platform at the time of initiation of such purchase, or (d) any other approved payment method as determined from time to time or any time in Haptagram’s sole and absolute discretion (each a “Valid Payment Method”). Valid Payment Methods are subject to change over time in Haptagram’s sole and absolute discretion. Your purchase must follow the relevant instructions on the Haptagram Platform and/or otherwise provided by Haptagram via e-mail. Haptagram reserves the right to cancel any transaction for any reason or no reason. A purchase of FeelCoins using a Valid Payment Method generally will initiate on the business day we receive your instructions. The terms of your payment will be based on your Valid Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Valid Payment Method.

We may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to purchase FeelCoins through the Payment Processor, you agree to pay us, through the Payment Processor, all charges at the prices then in effect in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen Valid Payment Method, if applicable. You agree to make payment using that selected Valid Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment. You are responsible for paying any unauthorized amounts billed to your payment method by a third party.

Cost, Fees, and Taxes. When you submit your purchase, you agree to pay the cost of the FeelCoins, plus any taxes, fees, and charges applicable to that order at the rates in effect when incurred, free of any withholding or deduction for taxes. Failure to pay for the purchase will result in cancellation, termination or suspension of the issued FeelCoins. We reserve the right to assess other fees to the purchase of FeelCoins in our sole discretion, provided that we have given advance notice of these fees at the time of or prior to purchase of the FeelCoins.

Other Payment Terms. Depending on which Valid Payment Method you use, additional charges may be issued. Haptagram has no control over this and accept no liability in relation to it. If you are unsure whether you will be subject to such additional charges, then you should check with the Valid Payment Method provider before making a purchase. The Valid Payment Method provider may have their own terms and conditions and you should make sure that you are in agreement with these before making any payments. Your payment card issuer agreement governs your use of your designated card, and your purchasing provider’s terms govern your use of the purchasing tool. You must refer to your agreement with that party, and not these Haptagram Terms, to determine the rights and liabilities as between you and them. If you have any payment-related issues with a provider, please contact your in purchasing provider directly.

Although Haptagram may share revenue generated from the sale of FeelCoins with developers, subject to Haptagram’s direct agreement with such developers, FeelCoins are not intended to be used as a means to provide compensation or financial support to any third parties, and Haptagram makes no assurances to any user that any developer will receive a financial benefit from Haptagram.

6. Refund Policy

Because FeelCoins are digital content, when your purchase of FeelCoins is completed, you will have immediate access to, and use of, the FeelCoins in your Haptagram account. For this reason, except as required by applicable law in your jurisdiction, all sales are final and we do not offer any refunds or credits on FeelCoins under any circumstances. FeelCoins that have been used or redeemed cannot be returned to you, even if that use was not authorized by you. As a reminder, you are responsible for anything that happens on the Haptagram Platform account, including unauthorized use of FeelCoins, and Haptagram will not be responsible or liable to you for that unauthorized use. Haptagram may not refund or credit you for unused FeelCoins, even if your Haptagram Platform account is suspended or terminated before you have redeemed all FeelCoins. Unless otherwise required by applicable law, FeelCoins are not returnable for any reason after being acquired or consumed. If you have any problems with FeelCoins you purchased or any other digital goods that you received, please contact us.

7. Termination; Fraud.

Your rights under the Agreement and to use the Haptagram Platform will automatically terminate without notice if you fail to comply with any of the terms of this Agreement. We may also terminate your right to use the Haptagram Platform at any time, including if we determine your use violates any term of the Agreement or Haptagram Platform any fraud or misuse of the Haptagram Platform. In case of such termination, you must cease all use of the Haptagram Platform, and we may immediately revoke your access to the Haptagram Platform without notice to you. If we determine you fraudulently obtain FeelCoins or use any fraudulently-obtained FeelCoins, we may revoke those FeelCoins and charge your credit card or other payment instrument for any products purchased using those FeelCoins. Our failure to insist upon or enforce your strict compliance with the Agreement will not constitute a waiver of any of our rights.

8. Limitation of Liability

Without limiting the disclaimer of warranties and limitation of liability in our other policies, terms of use, and other Agreements, in no event will our total liability to you for all damages arising out of or related to the Haptagram Platform exceed the amount you paid for any FeelCoins that you have not redeemed. This limitation will apply to you even if the remedies fail of their essential purpose. We are not responsible for any FeelCoins used through your account without your permission.

9. Communications from Haptagram

We may send you electronic notifications about your FeelCoins purchase. To the extent permitted by law, we may also send electronic notifications about FeelCoins or our other products or services on the Haptagram Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

10. Your Representations and Warranties

In addition to your representations and warranties under [our other policies, terms of use, privacy policy, and other Agreements,] you represent and warrant that (a) you are at least 18 years old or the age of majority in your jurisdiction; (b) you have not, and will not purchase FeelCoins for any purpose other than as permitted under these Haptagram Terms; (c) you are not in restricted countries where FeelCoin purchases are not permitted; (d) you have not, and will not attempt to assign or otherwise transfer the FeelCoins to anyone else; (e) any and all information you have provided to Haptagram in connection with the purchase of FeelCoins is accurate and correct; and (f) you will not use any payment card or other form of payment to submit a purchase for FeelCoins unless you have all necessary legal authorization to do so. You further represent and warrant that (x) neither you, nor, if you are a business, any affiliated company, are included on any restricted party list maintained by the United States, United Kingdom, or other relevant government authority — for example, the U.S. Government Specially Designated Nationals List, Foreign Sanctions Evaders List, Denied Parties List, Unverified List, and Entity List, and the UK and EU consolidated lists of persons and entities subject to financial sanctions targets; (y) if you are a business, you are not owned or controlled by such a restricted party; and (z) you are not resident in, located in, or organized under the laws of any country with which trade is prohibited by the sanctions described above.

11. Your Indemnification to Us

In addition to your indemnification obligations under [our other policies, terms of use, and other Agreements,] you agree, to the extent permitted by law, to indemnify, defend, and hold harmless Haptagram, Tactai Inc., and their respective affiliates, directors, officers, managers, members, stockholders, employees, licensors, attorneys, representatives, successors, assigns, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to (a) your use of the FeelCoins and your activities in connection with the FeelCoins or the Haptagram Platform; (b) your violation or alleged violation of any laws, rules, and regulations in connection with your use of the FeelCoins or the Haptagram Platform or your activities in connection with the FeelCoins or the Haptagram Platform; (c) your use of digital goods provided by a third party in connection with the FeelCoins or the Haptagram Platform, even if recommended or approved by Haptagram; (d) any fraud or misrepresentation by you; or (e) any violation or alleged violation of these Haptagram Terms by you, including any actual or alleged breach of your representations, warranties, and obligations.

12. Service Descriptions and Availability; Errors

Haptagram reserves the right to immediately cancel, suspend, discontinue, or terminate FeelCoins at any time and for any reason, at our sole discretion, without prior notice or liability to you. Moreover, while we do our best to describe our products as accurately as possible, except as required by applicable law we do not warrant that specifications or pricing are complete, accurate, current, or error-free. In the event of any pricing or specification error, we have the right to refuse or cancel your order at our sole discretion.

13. Governing Law and Disputes Between You and Haptagram

The Haptagram Terms constitute the entire agreement between you and Haptagram and govern your use of the Haptagram Platform, superseding any prior agreements between you and Haptagram with respect to the Haptagram Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software, and you represent and warrant that you will comply with all such additional terms and conditions. If you reside in the U.S., the Haptagram Terms shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. If you reside in the EU/UK, the Haptagram Terms shall be governed by the applicable law of the country in which you live. If you are a U.S. resident, then, you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Suffolk County, Massachusetts. [TO THE EXTENT THE DISPUTE RESOLUTION BY BINDING ARBITRATION SECTION ABOVE IS INAPPLICABLE TO A CLAIM OR ACTION, AND WITHOUT PREJUDICE TO SECTION, EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT; EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION; AND EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THESE TERMS.] The failure of Haptagram to exercise or enforce any right or provision of the Haptagram Terms shall not constitute a waiver of such right or provision. If any provision of the Haptagram Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Haptagram Terms remain in full force and effect. If you are the U.S. resident, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Haptagram Platform or the Haptagram Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in the Haptagram Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Haptagram may also provide notices to you of changes to the Terms or other matters by displaying notices or links to notices generally on the Haptagram Platform.

14. We may make changes to these Haptagram Terms and the Haptagram Platform

From time to time, we may revise, amend or modify these Haptagram Terms. You can determine when these Haptagram Terms were last revised by referring to the “Effective” date at the top. Any changes to these Haptagram Terms will become effective when we post the updated Haptagram Terms on our website or the Haptagram Platform, and will apply to any FeelCoins purchased or redeemed after that time. By purchasing or using FeelCoins in the Haptagram Platform after these Haptagram Terms have been updated, you will be deemed to have agreed to the updated Haptagram Terms. If at any time you don’t agree to any portion of these Haptagram Terms, don’t purchase FeelCoins and stop using FeelCoins immediately. We may change, suspend or discontinue the Haptagram Platform, or any part of it, at any time without notice. If you have any questions about these Haptagram Terms, contact us via the contact information provided below.

15. Final Terms

These Haptagram Terms do not create or confer any third-party beneficiary rights. Nothing in these Haptagram Terms will be construed to imply a joint venture, principal-agent, or employment relationship between you and us or our affiliates. If we do not enforce a provision in these Haptagram Terms, it will not be considered a waiver. We reserve all rights not expressly granted to you.

If any provision of these Haptagram Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be deemed severable from these Haptagram Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Haptagram Terms (which will remain in full force and effect).

As used in these Haptagram Terms, “including” means “including without limitation.” Haptagram may assign its rights and obligations under these Haptagram Terms, in whole or in part, to any party at any time without notice. These Haptagram Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of Haptagram.

Survival of Terms. Sections 6 to 13 of these Haptagram Terms will survive any expiration or termination of these Haptagram Terms.

16. Contact Us

Haptagram welcomes comments, questions, concerns, or suggestions. Please send feedback to us to: [email protected]

303 Wyman Street, Suite 300
Waltham MA USA 02451
Attention: Tactai Inc.

At Haptagram, we always love to hear from our users. But if you volunteer feedback or suggestions, just know that we can use your ideas without compensating you.

4847-8788-5296.1