• Participating in this JOOPITER Auction. By registering with Joopiter Inc. (“Joopiter”)for this auction you accept and agree to be bound by these Conditions, which constitute your entire agreement with Joopiter. These Conditions govern the rights and obligations of all potential buyers who register for this auction (“Registered Buyers”). These Conditions shall be incorporated as part of the contract between you and the Seller and you and Joopiter and by registering, bidding, or purchasing you agree to be bound by these Conditions.

• Joopiter’s Role. Joopiter’s role is an auctioneer in an auction. Joopiter does not act for or give advice to you or any Registered Buyers and undertakes no obligation to investigate any lot.

• Condition: “As Is.” YOU AGREE THAT EACH LOT OR EXPERIENCE IS SOLD “AS IS.” NEITHER JOOPITER NOR THE SELLER MAKES ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS OF THE CATALOGUE OR OTHER IMAGES, OR DESCRIPTIONS OF ANY LOT OR EXPERIENCE. No statement anywhere, whether oral or written, whether made in the catalogue, an advertisement, a bill of sale, online, or elsewhere, can be relied on by you or others to be a warranty or representation, or shall give rise to the liability of Joopiter or the Seller. Nothing in any written or oral descriptions of a lot constitutes a representation of fact; they represent the opinions held by Joopiter based on the information it has. Joopiter and the Seller will not be liable for any breach of any undertaking, whether implied by any rule, regulation or law in any jurisdiction or otherwise, as to the satisfactory quality of the lot or its fitness for any purpose to the extent permitted by law.

• Minimum Price Required by Seller. Unless Joopiter specifically states otherwise in writing, no lot will be sold at auction for less than a confidential price determined in the Seller’s sole discretion. Until you (as a potential purchaser) and Joopiter reach an Agreed Purchase Price (defined below), any lot may be sold to another Registered Buyer or withdrawn without prior notice to you.

• Agreed Purchase Price. A lot will only be sold to you when you place a winning bid. A winning bid constitutes (a) a specific, final price for the lot (excluding taxes, shipping, and other charges) (the “Agreed Purchase Price”) and (b) payment terms. You agree that your Auction Purchase is an obligation to pay the Agreed Purchase Price, is final, and cannot be revoked by you.

• Contracts between You and the Seller and You and Joopiter. Once your Auction Purchase is completed, the lot is closed and a contract of sale between you, Joopiter and the Seller is entered into on the terms set out in this Conditions of Sale.

• Buyer’s Premium. At auction, a Buyer's Premium of 25% will be charged in addition to the final auction hammer price.

• Registering to Make Offers and to Purchase. When accessing a Joopiter platform, you must either log in to your Joopiter account or create an account if you do not already have one. You may then bid in this auction subject to these Conditions of Sale. Joopiter reserves the right, in its sole discretion, to refuse your participation before, during, or after any sale.

• Registered Buyers. By participating in an auction or non-auction sale, you represent, warrant, and agree that: a. Neither you individually nor—if “you” are a company or other entity—any person who owns, partly owns, or controls the company or entity, are subject to trade sanctions, embargoes, or any other restriction on trade in the jurisdiction in which you or it does business, as well as under the laws of the European Union, the laws of England and Wales, the laws of Hong Kong or the laws and regulations of the United States (collectively, “Sanctioned Person(s)”); b. Where acting as agent (with Joopiter’s prior written consent), your principal is not a Sanctioned Person(s), nor owned (in whole or in part) by a Sanctioned Person(s), nor controlled by a Sanctioned Person(s); c. None of the Agreed Purchase Price will be funded by any Sanctioned Person(s), nor will any party involved in the transaction, including, but not limited to, financial institutions, freight forwarders or other forwarding agents, or any other party, be a Sanctioned Person(s), nor owned (in whole or in part) by a Sanctioned Person(s), nor controlled by a Sanctioned Person(s), unless such activity is authorized in writing by the government authority having jurisdiction over the transaction or in applicable law or regulation; and d. You are financially sound and know when and how you will pay for the lot if your offer or attempt to purchase the lot at an Agreed Purchase Price is accepted by Joopiter. It is Joopiter’s policy to request a government issued identification containing a photograph, such as a passport, identity card, or driver’s license in order to register to be accepted by Joopiter as a Registered Buyer. Joopiter will use this information to verify your identification and screen for regulatory and financial risk. Additionally, Joopiter will conduct a World-Check check for screening and due diligence purposes. Please review Joopiter’s Privacy Policy located at https://www.joopiter.com/privacy-policy and the World-Check Privacy Statement located at https://www.refinitiv.com/en/products/world-check-kyc-screening/privacy-statement regarding the processing of your information and your rights.

• Record of Sale. The record of sale kept by Joopiter is absolute and final in all disputes. In the event of a discrepancy between any online records or messages provided to you and the record of sale kept by Joopiter, the record of sale will govern.

• Obligations of Buyers in the Event an Agreed Purchase Price is Reached. Subject only to these Conditions of Sale, Joopiter’s agreement in writing to an Agreed Purchase Price and payment terms establishes a binding contract with the Buyer. Joopiter will email an invoice in the name of the Buyer, which cannot be transferred to other accounts, names, or addresses without Joopiter’s explicit agreement in writing.

a. Payment. Unless otherwise agreed by Joopiter in writing, the Buyer must pay the full Agreed Purchase Price invoiced (including applicable tax, and other amounts due) in the manner specified in the checkout process on the Joopiter platform, so that it is received by Joopiter within five (5) business days of the date the Experience that a Buyer has redeemed has successfully occurred. Invoices and payments must be processed from the registered bidder's account, whether an individual or a third party. For assistance in setting up a business account, please contact our client service team, support@joopiter.com.

b. Tax. The purchaser will be required to pay the applicable state and local sales tax, export duties and/or duties on the Agreed Purchase Price, regardless of the state or country in which the purchaser resides or does business. If the lot is delivered to a state where Joopiter is not required to collect sales tax, it is the responsibility of the Buyer to self-assess any sales or use tax and remit it to the taxing authorities in that state.

• No Minors. Registered bidders for this sale must be at least 21 years of age. If you are the winning bidder and you are allowed to bring a guest with you to the Experience, the guest must also be at least 21 years of age.

• Non-Transferability. The winning bidder may not transfer the purchased right to attend the Experience to any other person.

• No Unauthorized Attendance. Unless specifically stated otherwise in the description of the relevant lot, the winning bidder may not bring a guest to the Experience.

• Conduct. Participants (winning bidders and guests) are expected to comport themselves in a professional manner at the Experiences. Participants will refrain from recording in any manner any part or aspect of the Experience. Seller reserves the right to remove anyone engaging in disruptive or inappropriate behavior.

• Final Sale. The winning bid is final and may not be cancelled or rescinded by the winning bidder other than to the extent any applicable law may permit.

• Waiver of Liability. The winning bidder may be required to sign a waiver of liability before being permitted into the Experience venue.

• Non-Disclosure of Experience. The winning bidder may be required to sign a non-disclosure agreement before being permitted into the Experience venue.

• Transportation, Lodging, Meals, and Incidental Costs Expenses. The winning bidder is required to pay for all necessary or applicable transportation, lodging, meals, and other incidental costs and expenses in connection with any participation in the Experiences.

• No Guarantees. Neither Seller nor Joopiter is responsible for any participant’s satisfaction with any aspect of the Experience.

• Force Majeure & Unexpected Issues. Any unexpected event giving rise to cancellation, postponement, or unavailability of key speakers may be resolved by substitution of date or speaker, or by refund, at Seller’s and Joopiter’s discretion.

• Joopiter’s Obligations.

a. Data Protection. Joopiter will hold and process your personal information and may share it with its third-party service providers for use as described in, and in line with, Joopiter’s Privacy Policy, published on its website at https://www.joopiter.com/privacy-policy or available on request by email to support@joopiter.com. You may obtain more information about Joopiter’s data protection policies by writing to Joopiter at support@joopiter.com.

• Joopiter’s Rights.

a. Concerns about Funds. Joopiter has the right to refuse to accept payment if, in its sole discretion, it has concerns about the accuracy or legitimacy of any of the representations and warranties above, payment comes from a source other than the Registered Buyer identified by Joopiter as the purchaser of record, or if it believes that accepting the payment would be unlawful or may subject Joopiter to any liability.

b. Unmet Payment Obligations. Without prejudice to any rights the Seller may have, if you fail to pay the full Agreed Purchase Price (including applicable tax and other amounts due) for a lot in good, cleared funds within five (5) days of the sale, we may in our sole discretion exercise one or more of the following remedies: i. Cancel the sale of the lot, retaining any partial payment as liquidated damages; ii. Charge interest at 12% per annum from the date payment became due until the date the full Agreed Purchase Price, plus applicable tax and other amounts due, is received in cleared funds; iii. Resell the lot in any commercially reasonable manner, it being understood that in the event such resale is for less than the Agreed Purchase Price and other amounts due for the sale that lot, the initial Buyer will remain liable for the shortfall together with all costs incurred in connection with such resale; iv. Commence legal proceedings to recover the Agreed Purchase Price and other amounts due (including but not limited to any expenses incurred for the enforcement of these Conditions against you, storage fees as stipulated in these Conditions etc.) for that lot, together with interest, legal fees on a full indemnity basis, and the costs of such proceedings; v. Set off the outstanding amount remaining unpaid by the Buyer against any amounts which we may owe the applicable tax and other amounts due in any other transactions; and/or vi. Release information about the applicable tax and other amounts due sufficient to enable the Seller to recover the amounts due from the auction, plus costs and reasonable attorneys’ fees, in legal proceedings or otherwise.

• Resolving Disputes. We hope never to have any disputes with you but, if we do, we will first try to resolve it amicably if we (in our sole discretion) believe that we reasonably can. If we do not resolve the dispute, this section contains the important terms to which you and other Buyers agree by participating in auction.

a. Governing Law and Jurisdiction. These Conditions of Sale, as well as the Registered Buyer’s, and our respective rights and obligations hereunder, shall be governed by and construed and enforced in accordance with the laws of New York. You agree to submit to the exclusive jurisdiction of the state and federal courts located in New York, NY.

b. Limitation of Liability. Under no circumstances shall the aggregate liability of Joopiter and the Seller to any Buyer exceed the amount of the Agreed Purchase Price actually paid. Joopiter will not be liable for any errors or failures to accept and close on a any Buyer’s offer or attempt to purchase a lot, including to any errors or failures caused by (i) a loss of connection to the internet or the Joopiter’s online platform by either Joopiter or a Buyer; (ii) a breakdown or problem with Joopiter’s online platform software; (iii) a breakdown or problem with a Buyer’s internet connection, mobile network, or computer; (iv) miscommunications; or (v) Seller’s withdrawal of a lot.

c. Expenses and Costs. We shall be entitled to claim against you any expenses and costs in respect of any disputes arising from your non-payment of the lot or other breach of these Conditions on a full indemnity basis.

• Third Parties Rights. No person other than Joopiter, the Seller and you shall have any right to enforce any of these terms, whether under any rules, regulations or laws of any foreign country or otherwise.

• No Assignment. You may not assign the benefit or burden of these Conditions to any other parties without the written consent of Joopiter.

• Force Majeure. If Joopiter or the Seller is prevented from performing their respective obligations under these Conditions beyond its reasonable control (including but not limited to warfare, terrorism, insurrection, governmental action, power failure, epidemic, earthquakes floods, typhoons, hurricanes and/or other natural disasters) or if the costs of the performance of its obligations would by reason of such circumstances be significantly increased, then the party will not, for so long as such circumstances prevail, be required to perform such obligations.

• If any term of these Conditions is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other terms or the remainder of such relevant terms in these Conditions.

• These Conditions shall not be amended or varied unless agreed by Joopiter and you in writing.

• Notices. Any notice given to a Party under or in connection with the sale of the lots shall be in writing in the English language and shall be:

• by registered mail, courier, an internationally recognized service provider, or by email, to the address or email address you provided when you registered with Joopiter, and or the address or email address you provided at the sale of the lot or such other address or email address as is notified by a Party; and any notice to Joopiter shall be deemed to have been received:

• if by courier, at the time of delivery, or if sent by registered mail, seven days after the date of posting, or if sent by email, at 9.00 am on the next business day after transmission.