SKYLINE – TERMS OF SERVICE

By accessing or using the Services, connecting a compatible digital wallet, or minting, buying, or selling a Base-network fungible cryptographic asset whose ticker references a world city (the “City Tokens”), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority or do not agree to these Terms, you may not use the Services.

You must be at least 18 years old and have the legal capacity to enter into a binding agreement to use the Services. By using the Services, you represent and warrant that you meet these requirements.

You may not use the Services if you are a resident of, or located in, a jurisdiction or territory where use of the Services is prohibited by law, regulation, or government order.

By using the Services, you hereby agree that you are not a citizen of, located in, incorporated in or otherwise have a registered office in Cuba, Iran, Myanmar (Burma), North Korea, Syria, the regions of Crimea, Donetsk or Luhansk, or any other country or region that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States of America, Canada, the United Kingdom, or the European Union (collectively, the "Prohibited Jurisdictions").

The following categories of persons (collectively, "Restricted Persons") are prohibited from using the Services:

• Persons or entities subject to any economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury);
• Persons or entities who reside in, are located in, are incorporated in, have a registered office in: Afghanistan, Belarus, Central African Republic, Cuba, Democratic Republic of Congo, Democratic People's Republic of North Korea, Donetsk People's Republic (DNR) region of Ukraine, Islamic Republic of Iran, Liberia, Mozambique, Myanmar, Luhansk People's Republic (LNR) region of Ukraine, Rwanda, Somalia, South Sudan, Sudan (North), Syria, Uganda, The Crimea, and/or Zimbabwe; and
• Any other persons or entities whose use of Services is contrary to any applicable law.

To access the Services, you must (a) maintain an internet connection; (b) install a Base‑compatible wallet (e.g., Coinbase Wallet, MetaMask configured for Base); (c) fund that wallet with sufficient ETH on Base to cover Transfer Fees (as defined below) and other gas fees; and (d) interact directly with the published Skyline smart‑contract addresses.

To access certain features of the Services, you may be required to register for an account ("Account"). You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate and complete.

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to notify us immediately of any unauthorized use of your Account or any other breach of security.

You may not sell, transfer, or assign your Account or any Account rights. We reserve the right to refuse registration, suspend, or terminate your Account at our sole discretion.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Breach these Terms or any agreement entered into pursuant to, or in connection with, these Terms;
• Access the Services from any Prohibited Jurisdictions;
• Access the Services if you are a Restricted Person;
• Violate any applicable law, regulation, or third-party right;
• Use the Services for any fraudulent, defamatory, dishonest, abusive, obscene or harmful purpose;
• Interfere with or disrupt the operation of the Services or any networks connected to the Services;
• Attempt to gain unauthorized access to any part of the Services, other accounts, or computer systems;
• Post, upload, or transmit any content that is abusive, unlawful, defamatory, dishonest, obscene, harassing, or otherwise objectionable;
• Post, upload, or transmit any messages intended to manipulate a market or to spread false or misleading information;
• Infringe or misappropriate the intellectual property or proprietary rights of Skyline or any third party;
• Introduce any viruses, malware, or other harmful code to the Services;
• Use the Services to market or promote any business or service without Skyline's prior written consent; and/or
• Access the Services through any jail‑broken iOS, rooted Android, or similarly compromised device.

Skyline reserves the right to determine, in its sole discretion, whether any conduct violates these Terms and to take appropriate action, including suspension or termination of your Account.

City Tokens are intended for cultural identity and entertainment. They do NOT convey equity, dividends, revenue share, governance rights over Skyline, or claims on any assets. Other than social recognition, City Tokens offer no inherent functionality. Any future integrations or uses are purely optional and may be discontinued at any time.

Perks (as defined below) are consumptive only, subject to availability, budget, and local regulation. They are NOT guaranteed and have no resale value.

Each City Token swap incurs a two percent (2%) fee on the platform and each token swap conducted on a public liquidity pool like Uniswap incurs a one percent (1%) fee (the “Transfer Fee”) automatically through execution of the smart contracts associated with the Services. At settlement of the Transfer Fee, seventy percent (70%) of such Transfer Fee will be for the Community Vault (as defined below) and the remaining thirty percent (30%) of such Transfer Fee will be designated to the Revenue Wallet (as defined below). Holders of City Tokens are not entitled to any benefits of holding such City Tokens, including any access to funds or assets, or other profit, yield, dividends or other monetary return.

Community Vault funds may support non-profit, public-goods projects that advance human progress in real cities or sponsor temporary community spaces. You do not have a claim on funds in the Community Vault and have no power to direct the disposition of such funds.

As used herein, “Perks” means non-financial, consumptive benefits (e.g., event tickets, coworking-space day passes, merchandise) optionally distributed to holders subject to budget, logistics, and local laws.

As used herein, “Community Vault” means the on-chain, transparent, treasury contract that receives seventy percent (70%) of all Transfer Fees and any other City Token transaction fees.

As used herein, “Revenue Wallet” means the Skyline-controlled digital wallet that receives, as operating revenue, thirty percent (30%) of all Transfer Fees and any other City Token transaction fees.

Any calculations made by Skyline in connection with the Services are final and binding on you. Your activity and use of the Services may be subject to limits that we shall determine from time to time at our sole discretion.

All content, features, and functionality of the Services, including but not limited to text, graphics, logos, icons, images, audio, video, software, and the design and arrangement thereof, are the exclusive property of Skyline or its licensors and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, perform, republish, download, store, or transmit any of the material on the Services except as expressly permitted by these Terms.

All trademarks, service marks, and logos displayed on the Services are the property of Skyline or their respective owners. Nothing in these Terms grants you any right or license to use any trademark, service mark, logo, or trade name of Skyline or any third party.

You may be able to submit, post, or upload content to the Services (“User Content”). You retain ownership of your User Content, but by submitting User Content, you grant Skyline a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and display your User Content in connection with the operation and promotion of the Services.

You represent and warrant that you have all rights necessary to grant the above license and that your User Content does not violate any law or infringe any third-party rights.

Skyline is not responsible for any User Content, and does not endorse any opinion, recommendation, or advice expressed therein. Skyline reserves the right to remove or modify User Content at any time, for any reason, without notice.

WE ARE ACTING SOLELY AS A TECHNOLOGY PROVIDER AND NOT AS A FINANCIAL ADVISER OR FIDUCIARY. NOTHING ON OR IN OUR SERVICES CONSTITUTES OR SHOULD BE CONSTRUED AS LEGAL, INVESTMENT, OR PROFESSIONAL ADVICE, NOR AS A RECOMMENDATION OR OFFER REGARDING SECURITIES, CURRENCY, OR ANY FINANCIAL INSTRUMENT.

ALL INFORMATION ON OUR SERVICES IS PROVIDED STRICTLY FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES AND DOES NOT CONSTITUTE ANY FORM OF PROSPECTUS, OFFER DOCUMENT, OR SOLICITATION FOR INVESTMENT. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY INFORMATION SET OUT ON OUR SITE. ACCESS AND USE OF OUR SERVICES ARE AT YOUR OWN RISK.

The Services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or availability. Skyline does not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

No information or advice obtained through the Services shall create any warranty not expressly stated in these terms.

Skyline is not a broker, dealer, investment advisor, or fiduciary. No content or service provided by us constitutes investment, financial, legal, or tax advice. You are solely responsible for all financial or other decisions and should consult your own advisors.

You acknowledge and agree that the use of blockchain technology and digital assets involves significant risks, including but not limited to the potential for loss of value, theft, cyberattacks, technological failures, and market volatility. You understand that blockchain transactions are generally irreversible, and losses due to fraudulent or accidental transactions may not be recoverable. You assume all risks related to your use of the Services and any digital assets.

We do not provide any representation, warranty, or guarantee regarding the current or future value of any digital asset, token, or cryptocurrency. You acknowledge that the value of digital assets can fluctuate significantly and that past performance is not indicative of future results. You acknowledge and agree that City Tokens are digital collectibles created for social, cultural, and expressive purposes only. They are NOT investment contracts, securities, or other financial instruments. Holding or trading a City Token confers no expectation of profit, yield, dividends, or other monetary return.

We implement reasonable security measures to protect your information and digital assets, no system can be completely secure or immune from unauthorized access, hacking, or data breaches. You acknowledge that you are solely responsible for maintaining the security of your private keys, passwords, and other credentials. We are not liable for any loss or damage arising from your failure to secure your account or digital assets.

Certain statements contained on our Services, including statements in press releases or in publicly accessible locations, may constitute forward-looking statements (including regarding intent, belief, or current expectations). Do not place undue reliance on these forward-looking statements, as they involve known and unknown risks, uncertainties, and other factors that may cause actual future results to differ materially. These forward-looking statements are valid only as of the date indicated, and we expressly disclaim any responsibility to update or revise them.

The information on the Services may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We are not responsible for typographical or other errors regarding service descriptions or availability.

We reserve the right to modify or discontinue, temporarily, or permanently, our Services (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of our Services. Further, if you are blocked by us from accessing our Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SKYLINE, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL SKYLINE’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO SKYLINE FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) FIVE HUNDRED DOLLARS ($500).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF DAMAGES ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.

You hereby represent and warrant to us, at all times, the following:

• all decisions made in connection with these Terms were solely and exclusively based on your own judgement and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;
• you have full power, authority, and capacity to (i) access and use the Services; and (ii) enter into and deliver, and perform your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms;
• all consents, permissions, authorizations, approvals and agreements of third parties and all authorizations, approvals, permissions, consents, registrations, declarations, filings with any regulatory authority, governmental department, commission, agency or other organization having jurisdiction over you which are necessary or desirable for you to obtain in order to (i) access and use the Services; and (ii) enter into and deliver, and perform the actions contemplated under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended;
• you either (i) have valid, unconditioned and enforceable rights to use User Content uploaded to the Services; or (ii) have obtained all necessary consents, permissions, licenses, and authorizations required to the User Content uploaded to the Services, and such use in respect of the Services does not and will not infringe, misappropriate, or violate any rights of any third party;
• these Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;
• if you are a legal entity, you are duly incorporated, duly organized, and validly existing under the laws of your jurisdiction and have full power to conduct your business;
• your access and use of the Services, your execution and delivery of, and the performance of your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, will not:
  • if you are a legal entity, partner in a partnership, or trustee of a trust, result in a breach of or conflict with any provision of your constitution, articles of association, partnership agreement, trust deed or equivalent constitutive documents;
  • result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and
  • result in you, or cause us or any third party to, breach any applicable laws, decree or judgement of any court, or any award of any arbitrator or those of any governmental or regulatory authority in any jurisdiction.

Digital assets are extremely volatile and speculative investments. You could lose your entire investment. Cryptocurrency values can fluctuate wildly. Crypto assets are:

• Not legal tender or backed by any government
• Not covered by FDIC, SIPC, or other investor protections
• Subject to technological risks including hacking, loss of private keys, and platform failures
• Vulnerable to regulatory changes that could eliminate their value
• Traded on markets with limited oversight and potential manipulation

The laws of the State of Delaware govern these Terms, without regard to conflict-of-law principles. Any action or proceeding arising from or relating to these Terms must be brought in the state or federal courts located in Chicago, Illinois, and you irrevocably consent to the personal jurisdiction and venue of these courts.

YOU AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF THE SERVICES, OR THE RELATIONSHIP BETWEEN YOU AND US (COLLECTIVELY, “DISPUTES”) SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH, AND THE SEAT AND VENUE OF THE ARBITRATION SHALL BE CHICAGO, ILLINOIS.

ARBITRATION SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR RESOLVING ANY DISPUTE BETWEEN US, AND YOU EXPRESSLY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO DETERMINE THE SCOPE AND ENFORCEABILITY OF THIS ARBITRATION AGREEMENT AND TO AWARD ANY RELIEF AVAILABLE UNDER APPLICABLE LAW.

Judgment on the arbitration award may be entered in any court having jurisdiction. This arbitration agreement shall be governed by the Federal Arbitration Act and applicable federal law. Each party shall bear its own costs and attorneys’ fees, unless otherwise required by law or the AAA rules.

If you are an individual consumer, either party may elect to bring a qualifying claim in small claims court in Chicago, Illinois, instead of arbitration.

You agree to file any cause of action relating to these Terms within one (1) year after the cause of action arises. Claims filed after this date are barred.

By agreeing to these Terms, you acknowledge and agree to waive your right to a trial by jury and to participate in a class action or class arbitration.

You acknowledge that certain products, software, and technical information provided by Skyline may be subject to U.S. or EU export laws and regulations, as well as those of other countries. You agree to comply with all such laws and regulations in your use, transfer, or access of the Services.

The provisions of these Terms that by their sense and context are intended to survive the performance of these Terms shall survive termination, including provisions relating to disclaimer of warranties, licensing, ownership, damage limitations, venue, jurisdiction, arbitration, and indemnification.

If any provision of these Terms is held to be invalid or unenforceable, the remainder of the Terms shall remain in effect, and the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that comes closest to the intention underlying the original provision. The failure of Skyline to act with respect to a breach by you or others does not constitute a waiver of our rights regarding that breach or any subsequent breach.

Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and Skyline. Neither party has authority to bind the other in any manner.

Where required, we may give notice to you by posting on the Services, by electronic mail, or by conventional mail to the address of record associated with your Account.