Terms of sale Last Updated: January 10, 2024

These Terms of Sale (the “Terms”) are a binding agreement between Magic Machine, Inc. (“Magic Machine”) and any participant in the Auction to purchase Magic Machine Inscriptions (as those terms are defined below) (“You”).

THESE TERMS ARE VOID WHERE PROHIBITED.

Agreement to Terms.

By submitting a Bid (as defined below) to acquire a Magic Machine Inscription, you agree to be bound by these Terms. “Magic Machine Inscription” means one of 600 satoshis (i.e., a smallest unit of one bitcoin) inscribed by Magic Machine with a unique piece of digital art. The Inscription License published by Magic Machine is hereby incorporated by reference into these Terms.

"Shadows" refers to the Magic Machine Inscriptions sold in this auction which recursively reference inscription 1564b2c0df60a4b17b164c874b198c86b504bb9084a4ed98c5fe53f9885d7b04i0. "Shadow Hats" refers to inscriptions 957-967 as specified in inscription d11a11e4d74a118bc72d9881a15941491d03c14a586b376325569cfaca45c71ei0.

NOTICE ON RESTRICTED PERSONS: YOU ARE ONLY AUTHORIZED TO PARTICIPATE IN THE AUCTION AND SUBMIT A BID IF PERMISSIBLE UNDER APPLICABLE LAW. MAGIC MACHINE INSCRIPTIONS ARE NOT OFFERED TO AND MAY NOT BE PURCHASED BY PERSONS OR ENTITIES WHO: (A) RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY STATE, COUNTRY, OR OTHER JURISDICTION THAT IS DESIGNATED BY THE U.S. SECRETARY OF STATE AS A COUNTRY SUPPORTING INTERNATIONAL TERRORISM, OR TO WHICH U.S. NATIONALS CANNOT LAWFULLY ENGAGE IN TRANSACTIONS AS DESIGNATED BY THE OFFICE OF FOREIGN ASSETS CONTROL (OFAC); OR (B) ARE LISTED ON THE OFAC SPECIALLY DESIGNATED NATIONALS, BLOCKED PERSONS LIST, OR ANY OTHER CONSOLIDATED PROHIBITED PERSONS LIST AS DETERMINED BY ANY APPLICABLE GOVERNMENTAL AUTHORITY (EACH SUCH PERSON OR ENTITY, A “RESTRICTED PERSON”). IF YOU ARE RESTRICTED PERSON, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE AUCTION OR TO ACQUIRE A Magic Machine INSCRIPTION. ANY BIDS (AS DEFINED BELOW) BY A RESTRICTED PERSON WILL BE DISQUALIFIED.

IMPORTANT NOTICE REGARDING ARBITRATION: BY ACCEPTING THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND Magic Machine THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 6 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 6 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 5 (GOVERNING LAW AND FORUM CHOICE) WILL STILL APPLY.

Auction

You may participate in the Auction only if you are at least 18 years old and capable of forming a binding contract with Magic Machine, and not otherwise barred from participating in the Auction under these Terms or applicable law.

a. The Auction begins on January 11th, 2024, at 1:00 pm Pacific Time and ends at the time of confirmation of the last Bitcoin blockchain block occurring closest to (but prior to) 1:00 pm Pacific Time on January 12, 2024 (the “Auction Period”). Bids that are submitted before or after the Bidding Period, or are otherwise not confirmed during the Auction Period, will be disqualified and returned in the same manner set forth in Section 2(c). A “Bid” consists of a Bitcoin (BTC) transaction included in a block confirmed on the Bitcoin blockchain during the Auction Period where Bitcoin is transferred to a wallet address provided by Magic Machine in connection with the sale of Magic Machine Inscriptions (each, and collectively, the "Magic Machine Wallet”). Bids placed during the Auction Period are irrevocable and cannot be decreased or withdrawn. Each Bid must be submitted and associated with a Bitcoin address at which the Magic Machine Inscription would be received if such Bid is successful (the “Receiving Address”); if one or more transactions submitted to the Magic Machine Wallet are associated with the same Receiving Address, such transactions will be added together in quantity and deemed a singular Bid. Bids will only be returned as set forth in Section 2(d). You are responsible for paying all Transaction Fees associated with your Bid. “Transaction Fees” means the fees required to be paid to execute a transaction on the Bitcoin blockchain.

b. Determination of Price: The purchase price for each Magic Machine Inscription, referred to as "Shadow" herein, will be established based on a "clearing price" mechanism. The clearing price is the price at which all available Shadows (600 in total) are sold, considering the highest bids received.

c. Price Uniformity: Each winning bidder shall pay an identical price per Shadow, equal to the clearing price. The clearing price will be calculated by dividing the total sum of the highest bids by 600, subject to the more complex algorithmic adjustments required to fulfill the bids defined by the code created by Magic Machine.

d. Allocation of Shadows: Each successful bidder will receive a quantity of Shadows proportionate to their bid amount, in accordance with the established clearing price.

e. Refunds: Any portion of a bid exceeding the necessary amount to purchase Shadows at the clearing price (up to a limit of 0.0025 BTC) will be refunded to the bidder, less applicable transaction fees.

f. Priority Criteria: In the event of bid conflicts, the following hierarchy will apply to determine bid priority:

• "Goated Bids" (0.2 BTC, with a maximum of 600).
• Total bid amount per address.
• Inclusion of the address on The Darklist or a recognized community collaboration list.
• Block height at which the bid was confirmed (earlier bids take precedence).
• Transaction fees within the same block (higher fees take precedence).

g. "Goated Bids". Definition and Limit: A bid of exactly 0.2 BTC is classified as a "Goated Bid." Each address is limited to a maximum of one Goated Bid. Each valid Goated Bids is Guaranteed allocation of at least one Shadow and Automatic entry into the Shadow Hat raffle.

h. Raffle Entry: Goated Bids are exclusively eligible for the Shadow Hat raffle. The raffle will be conducted as per the rules set forth in these Terms.

i. Determination of Winning Bids: Following the Auction Period, winning Bids will be determined based on the clearing price mechanism. Each Bid that meets or exceeds the established clearing price will be eligible to receive one Magic Machine Inscription per Shadow allocated, delivered to the Receiving Address within one week of the end of the Auction Period, provided that such allocation is not prohibited by applicable law (including, but not limited to, restrictions involving a Restricted Person controlling the Receiving Address).

j. Handling of Unsuccessful and Rejected Bids: Bids that do not meet the clearing price or are otherwise rejected (including Bids from Restricted Persons or Bids that violate any other term of these Terms) will be deemed unsuccessful. Magic Machine will initiate transactions to return these unsuccessful Bids, less applicable Transaction Fees, to the Receiving Address. This is contingent upon (i) the wallet not being owned by a Restricted Person, and (ii) the Bid amount being sufficient to cover the corresponding Transaction Fees for the return transaction.

k. Allocation of Insufficient Bids: In cases where a Bid is rejected due to insufficiency of funds to cover the corresponding Transaction Fees, Magic Machine reserves the right to allocate the corresponding BTC amount to a charity of its sole discretion.

l. Refund Qualification: To qualify for a refund, the minimum Bid must equal or exceed 250,000 satoshis (0.0025 BTC). Any Bids under such amount will be deemed to be insufficient to pay the refund Transaction Fees, and in accordance with Section 2(c), Magic Machine may deliver the corresponding BTC amount to a charity selected by Magic Machine in its sole discretion.

m. Timeframe for Claims: Successful bidders of Magic Machine Inscriptions, including but not limited to Shadows and Shadow Hats, will have the ability to claim their respective inscriptions within one week from the announcement of the auction results. Magic Machine, Inc. will provide necessary instructions and mechanisms for this claiming process.

o. Discretion on Delivery Method: Magic Machine, Inc. reserves the exclusive right to determine the method of delivery for all Magic Machine Inscriptions. This includes, but is not limited to, the choice of digital platforms, wallets, or other technological means used for the delivery. Magic Machine, Inc. retains the authority to modify, alter, or change the method of delivery at any point, at its sole discretion, without prior notice. Participants agree to abide by any such changes and acknowledge that Magic Machine, Inc.'s decisions regarding delivery are final and binding.

Shadow Hat Raffle

a. Raffle Eligibility: Participation in the Shadow Hat Raffle ("Raffle") is exclusively available to participants who submit Goated Bids, as defined in these Terms. Goated Bids constitute the sole method of entry into the Raffle. No other forms of entry, including but not limited to free claims or alternative lists, will be accepted or recognized for the purpose of the Raffle.

b. Raffle Prize: The prize of the Raffle is one Magic Machine Inscription, specifically categorized as a "Shadow Hat" (sub1k inscription). The Raffle will result in the awarding of one Shadow Hat only.

c. Exclusions: The winner of the Raffle shall be entitled to select any Shadow Hat from the available options, with the exception of the "Dotta," "Elf," and "Bearsnake" Shadow Hats (Inscriptions 961, 963, 962).

d. Winner Selection Process: The winner of the Raffle will be determined through a random selection process. This process will utilize the hash of the block that closes the auction, along with the hashes of the subsequent two blocks, as a seed for generating the random result. The specific algorithm used for this selection will be published by Magic Machine for transparency and verification purposes.

e. Claiming the Prize: The winner of the Raffle must verify the ownership of the winning address within one week (7 days) of the announcement of the Raffle result. The winner is required to select their preferred Shadow Hat within this period. Failure to comply with these requirements will result in Magic Machine exercising the discretion to select a Shadow Hat on behalf of the winner.

f. Finality of Raffle Results: The outcome of the Raffle, including the selection of the winner and the allocation of the Shadow Hat, is final. Participants agree that they will not challenge or dispute the result of the Raffle or the allocation of the Shadow Hat.

g. Limitation of Liability: Magic Machine shall not be liable for any claims, damages, or liabilities arising in connection with the Raffle, including but not limited to issues related to the selection process, prize allocation, or compliance with applicable laws.

Finality of Allocation Decisions

a. Scope of Authority: Magic Machine, Inc. reserves the exclusive right and discretion to make all decisions regarding the allocation of Magic Machine Inscriptions, including but not limited to Shadows and Shadow Hats, as well as any other decisions related to the auction, the bidding process, the selection of winners, and the distribution of any digital assets.

b. Discretion Over Code and Operational Decisions: This authority extends to, but is not limited to, decisions regarding the underlying code, algorithms, operational methodologies, and any other technical or procedural aspects related to Magic Machine Inscriptions and the auction process.

c. Finality of Decisions: All decisions made by Magic Machine, Inc. in these regards shall be final and binding. Participants agree that they will not challenge, contest, or otherwise dispute the validity, fairness, or reasonableness of any such decision made by Magic Machine, Inc.

d. Waiver of Claims: By participating in the auction or any related activities, participants expressly waive any claims against Magic Machine, Inc. related to the decisions made under this section, including any claims of unfairness, bias, or error in such decisions.

e. Acknowledgment of Discretion: Participants acknowledge and agree that Magic Machine, Inc. exercises broad discretion in its decisions under this section and that such discretion is necessary to effectively manage and operate the auction and the distribution of Magic Machine Inscriptions.

Warranty Disclaimers

EACH MAGIC MACHINE INSCRIPTION IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, MAGIC MACHINE EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MAGIC MACHINE MAKES NO WARRANTY THAT MAGIC MACHINE INSCRIPTIONS WILL MEET YOUR REQUIREMENTS, BE CONTINUALLY DISPLAYED, OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

MAGIC MACHINE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS IN CONNECTION WITH ANY MAGIC MACHINE INSCRIPTION AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR INABILITY TO USE ANY MAGIC MACHINE INSCRIPTION, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH (WITHOUT LIMITATION) AS INCORRECT OR MISTYPED RECEIVING ADDRESS(ES), ANY RESULT OF IDENTIFYING A RECEIVING ADDRESS CONTROLLED BY A THIRD PARTY (E.G., A CENTRALIZED EXCHANGE), INCLUDING BUT NOT LIMITED TO ANY FAILURE TO RECEIVE ANY BID RETURN AS A RESULT THEREOF, SUBMITTING ANY INCORRECT OR INACCURATE BID, FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS,; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE, NODE SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (III) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS; (IV) UNAUTHORIZED ACCESS TO ANY MAGIC MACHINE INSCRIPTION OR ANY DIGITAL WALLET HOLDING ANY MAGIC MACHINE INSCRIPTION; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, ANY THIRD PARTY OWNING OR CONTROLLING ANY RECEIVING ADDRESS, THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

EACH MAGIC MACHINE INSCRIPTION IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE BITCOIN BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BITCOIN BLOCKCHAIN, WHICH MAGIC MACHINE DOES NOT CONTROL. TRANSACTIONS INVOLVING MAGIC MACHINE INSCRIPTIONS RELY ON THIRD-PARTY DECENTRALIZED PLATFORMS AND SYSTEMS. MAGIC MACHINE DOES NOT MAINTAIN, CONTROL, OR ASSUME ANY OBLIGATIONS WITH RESPECT TO SUCH PLATFORMS OR SYSTEMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAGIC MACHINE, ITS LICENSORS, AFFILIATES, REPRESENTATIVES, STOCKHOLDERS, AND SERVICE PROVIDERS, AND EACH OF THEM, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “MAGIC MACHINE PARTIES”) WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE AUCTION OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY MAGIC MACHINE INSCRIPTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE MAGIC MACHINE PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL MAGIC MACHINE PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE AUCTION OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE MAGIC MACHINE INSCRIPTION OR ANY OF THE RIGHTS GRANTED HEREIN, EXCEED THE LESSER OF THE DOLLAR VALUE OF THE BID MADE BY YOU ON THE DATE OF SUCH BID OR ONE HUNDRED U.S. DOLLARS ($100). BY PARTICIPATING IN THE AUCTION, YOU ACKNOWLEDGE THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MAGIC MACHINE.

Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as expressly set forth in Section 6 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State of Delaware, and you and Magic Machine each waive any objection to jurisdiction and venue in such courts.

Dispute Resolution.

a. Informal Resolution of Disputes. You and Magic Machine must first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, or the Auction (collectively, “Disputes”) informally. Accordingly, neither you nor Magic Machine may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver your written notices via hand or first-class mail to us at Magic Machine, 30 N. Gould St. STE R Sheridan, WY 82801. Notwithstanding the foregoing, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights at any time.

b. Mandatory Arbitration of Disputes. We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and Magic Machine agree that the S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Magic Machine are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

c. Exceptions. As limited exceptions to Section 6(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

d. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, with provision to be made for remote appearances to the maximum extent permitted by the AAA Rules, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.

e. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and will not seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

f. Injunctive and Declaratory Relief. Except as provided in Section 6(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

g. Class Action Waiver. YOU AND MAGIC MACHINE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

h. Severability. With the exception of any of the provisions in Section 6(g) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

General Terms.

These Terms constitute the entire and exclusive understanding and agreement between Magic Machine and you regarding the Auction and the subject matter hereof, and these Terms supersede and replace all prior oral or written understandings or agreements between Magic Machine and you regarding such subject matter. If any provision of these Terms is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns. No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person or entity other than you and Magic Machine and each party’s respective successors and permitted assigns, except for the Magic Machine Parties. Magic Machine’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Magic Machine. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise. Except as set forth in Section 6(a), you may give notice to Magic Machine by contacting Magic Machine at oracle@magicmachine.co. Notice is effective upon receipt. The parties have agreed to contract electronically, and accordingly, electronic signatures or any other forms of acceptance permitted by law will be given the same effect and weight as original signatures.