504 NFT Collection Terms

Dated: 08/22/2022

504 NFT Sale

Each 504 NFT is a unique asset representing limited rights to certain Artwork as well as additional investment credits to be used to invest with Rhove. There will only be five hundred and four 504 NFTs minted. Each 504 NFT will be randomly assigned either $5, $50, $504, or $5,040 in investment credits using a random number generator. The chances each 504 NFT has of being randomly assigned each specific credit amount are provided below.

Investment Credit Chart

The random assignment of credits and further issuance to every holder of the 504 NFT will occur after all five hundred and four 504 NFTs are sold. The holder of every 504 NFT will receive at least $5 of investment credits through the Rhove App. Rhove will notify 504 NFT holders of the amount of investment credits assigned to the holder’s 504 NFT and how to claim such credits. The 504 NFT holder who receives $5,040 in investment credits will be asked to sign a publicity release so that Rhove can announce and celebrate who was assigned the highest amount of investment credits. Investment credits are not redeemable for cash. Investment credits will expire after six months from date of announcement. 504 NFTs can only be purchased with Solana (SOL). For any questions or concerns related to this NFT offering please contact us at: support@Rhove.com.

IF YOU CHOOSE TO USE THE RHOVE WEBSITE OR THE RHOVE SERVICES OFFERED THEREON OR IN CONNECTION THEREWITH (“SERVICES”), YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. THE RHOVE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, RHOVE HEREBY DISCLAIMS ALL WARRANTIES OR OTHER TERMS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RHOVE DOES NOT WARRANT: (a) THAT THE WEBSITE OR SERVICES, OR ANY OF THEIR FUNCTIONS, WILL BE UNINTERRUPTED OR ERROR-FREE; (b) THAT DEFECTS WILL BE CORRECTED; (c) THAT ANY PART OF THE WEBSITE OR SERVICES, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RHOVE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE OR SERVICES WITH REGARD TO CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPROPRIATENESS FOR ANY PURPOSE, OR OTHERWISE. DUE TO THE NATURE OF THE INTERNET, RHOVE CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE WEBSITE OR THE SERVICES. RHOVE MAY RESTRICT THE AVAILABILITY OF THE WEBSITE OR SERVICES OR CERTAIN AREAS OR FEATURES, IF NECESSARY, IN VIEW OF CAPACITY LIMITS, THE SECURITY OR INTEGRITY OF ITS SERVERS, OR TO CARRY OUT MAINTENANCE MEASURES THAT ASSIST IN THE PROPER OR IMPROVED FUNCTIONING OF THE WEBSITE OR SERVICES. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN OR PROVIDED ON OR THROUGH THE WEBSITE OR SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF RHOVE’S WEBSITE AND SERVICES.

You agree that the 504 NFTs are not and shall not be based upon or redeemable for any tangible or physical item, fractionalized, or capable of use as a coupon, investment, security or other financial instrument or knowingly marketed in any other manner that would cause transactions to be governed by any applicable securities laws, including but not limited to the Securities Act of 1933, and are not convertible virtual currencies. You acknowledge and agree that the characterization and regulatory scheme governing NFTs, cryptocurrencies, and blockchain technology is uncertain and continually evolving, and is accompanied by inherent risks, including risks related to faulty or insufficient hardware, software, or internet connections; introduction or intrusion of malicious code or software; hacking or unauthorized access to your digital wallet or information stored therein, or of theft or diversion of funds therefrom; volatility and unstable or unfavorable exchange rates; and the risk of unfavorable regulatory intervention and/or tax treatment in relation to transaction in cryptocurrency. You further acknowledge and agree that digital assets are highly experimental, risky, and volatile, and your use of the Website and Services to purchase digital assets may carry substantial financial risk, including the risk of loss in trading digital assets. By using the Website or Services, you represent that you have sufficient knowledge, sophistication, and experience with respect to NFTs, cryptocurrency, intellectual property, and blockchain technology, to make your own evaluation of the merits and risks of any transaction conducted via the Website or Services or any digital asset associated with such transaction. Under no circumstances will the operation of all or any portion of the Website or Services by Rhove be deemed to create a relationship that includes the provision or tendering of investment advice.

Indemnification

You shall indemnify, defend (at Rhove’s request) and hold harmless Rhove, its affiliates and licensors, and its and their respective officers, agents, directors, representatives, contractors, and employees, from and against any and all claims, suits, demands, actions, losses, liabilities, damages, judgements, penalties, fines, expenses and other costs (including reasonable attorneys’ fees) arising from your breach or alleged breach of these Terms. Rhove will also have the right to provide its own defense additionally or alternatively at Rhove’s own expense.

Limitation of Liability

In no event will Rhove be liable to you for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of these Terms, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not you have been advised of the possibility of such loss or damage. Rhove’s aggregate liability under these Terms shall not exceed the net revenues actually received by Rhove in connection with any transaction in which you purchased your 504 NFT. The foregoing limitation of liability shall only apply to the extent permitted by applicable law. In no event will Rhove be liable for any inability for you to access the Artwork for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to (a) the servers upon which the Artwork is stored; or (b) any NFT marketplace or other NFT platform.

Governing Law and Choice of Forum

These Terms and all matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Ohio, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

You and Rhove each irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from or relating to these Terms and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the state or federal courts sitting in Franklin County, Columbus, Ohio, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the state or federal courts sitting in Franklin County, Columbus, Ohio. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Miscellaneous
These Terms constitute the complete understanding and agreement of you and Rhove with respect to the subject matter contained herein and supersedes any and all prior or contemporaneous written or oral agreements between you and Rhove with respect to such subject matter. No right or term set forth in these Terms will be deemed waived, and no breach of these Terms excused, unless the waiver or consent is in writing and signed by you and Rhove. Any modification or amendment to these Terms must be made in writing and signed by you and Rhove.

For clarity, these Terms do not otherwise govern the transaction that is effectuated on the Solana blockchain when you buy or offer to buy any 504 NFT, including through any related decentralized technologies, websites, services, tools, applications, smart contracts, and APIs, which are provided by third party vendors and governed by and subject to the terms of use provided by those third party vendors, unless such third party terms of use conflict or are inconsistent with any of these Terms, in which case these Terms shall prevail.

Definitions

“Artwork” means the original digital artwork that was minted as a 504 NFT.

“Own” means, with respect to a 504 NFT, one that (a) you originally purchased from Rhove, or (b) you purchased on an approved marketplace from a legitimate owner of that 504 NFT.

“504 NFT” means a unique Solana blockchain, non-fungible token that serves as a digital collectible and was originally offered for sale by Rhove.

Neither Rhove Real Estate 1, LLC nor Roost Enterprises., Inc. make investment recommendations and no communication, through this site, mobile app or in any other medium should be construed as a recommendation for any security offered on or off this investment application. Investment opportunities posted are private placements of securities that are not publicly traded, involve a high degree of risk, may lose value, and are intended for investors who do not need a liquid investment. Past performance is not indicative of future results. Investors must be able to afford the loss of their entire investment. Neither Rhove Real Estate 1, LLC nor Roost Enterprises., Inc., nor any of their officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this Site or the use of information on this Site. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuers, including risks. Investors should carefully read the offering documents. Investors should conduct their own due diligence and are encouraged to consult with their tax, legal and financial advisors before investing . You may also obtain a copy of the Offering Circular here.