Web3 Audience Digital Collectible Purchase and License Agreement
Last updated: November 24, 2023
Web3 Audience ("Web3 Audience") operates a platform for the primary issuance of Digital Collectibles (as defined below in section 1) ("Digital Collectible Platform") by way of sale or donation under the domain https://fiatpass.fiatusa.com to Users (as defined below).
This Purchase, and License Agreement (this "Agreement"), is a legally binding agreement by and between Web3 Audience ("Web3 Audience") and You as a purchaser or bidder of the Digital Collectibles on fiatpass.io (defined below). Web3 Audience and You may be referred to throughout this Agreement collectively as the "Parties" or individually as a "Party". By acquiring, accepting, using or transferring any Digital Collectible made available by Web3 Audience, or by using any related Digital Collectible or Related Content (as defined below) for any purpose, you agree to be bound by these Terms.
1. Agreement to Terms
By purchasing a Digital Collectible, You acknowledge that You have carefully read and agree to the terms of this Agreement. "DIGITAL COLLECTIBLES" means digital token that as of its genesis issuance, is linked to a display of the artwork, video, or image. Digital Collectibles are controllable electronic records recorded on a distributed public ledger. "Brand Art" means the digital art for the Brand that is provided by, owned by, or licensed to the Brand and is linked to the Digital Collectibles. "Brand" means FCA US LLC as well as any affiliates that owns or is authorized to use the intellectual property or licensing right to create the Digital Collectible and has partnered with Web3 Audience to launch their Digital Collectibles on the Digital Collectible Platform. "Brand" and Web3 Audience have a legal agreement and the "Brand" does not have a legal agreement with the bidder or purchaser directly. The Brand is not a party to this Agreement. However, Brand may be owed revenue on primary sales and royalties on Secondary Transactions.
(a) Additional Terms. The access and use of the Collectibles Website are subject to the separate terms of the Collectibles Website. You further acknowledge that You have carefully read and have accepted the (i) Terms of Service located on the fiatpass.io because the website governs Your use of the Collectibles Website.
2. Ownership of Digital Collectible
(a) If You acquire a Digital Collectible, You own all personal property rights to that Digital Collectible (e.g., the right to freely sell, transfer, or otherwise dispose of that Digital Collectible). Such rights, however, do not include the ownership of the intellectual property rights in the Digital Collectible artwork unless otherwise noted on the Digital Collectible itself by the Brand. Such rights are licensed pursuant to Section 4 below.
(b) You represent and warrant that You will not transfer a Digital Collectible in any Secondary Transaction to a Transferee that is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (ii) listed on any U.S. Government list of prohibited or restricted parties ("Prohibited Transferees"). A "Secondary Transaction" means any transaction in which a Digital Collectible is sold by one owner to another owner, or is otherwise transferred in any manner that is not a Primary Transaction; and "Primary Transaction" means a transaction facilitated through the Collectibles Website in which a Digital Collectible is first sold.
3. License of Brand Art.
If you acquire a Digital Collectible, the Brand hereby grants to You, for so long as You own the Digital Collectable (as recorded on the relevant distributed ledger), a non-exclusive, non-sublicensable, royalty-free license to use, copy, and display the Brand Art linked with Your purchased Digital Collectible solely for the following purposes: (i) for Your own personal, non-commercial use, including to create one back-up copy of the Digital Art and a single physical print out of the Digital Art, each to be retained only for so long as You own the associated Digital Collectible; and (ii) efforts to sell or otherwise transfer the associated Digital Collectible consistent with the ownership of it (e.g., posting the Brand Art on a sales listing on a marketplace for digital collectibles). The license in the prior sentence is non-transferrable, except that it will automatically transfer in connection with the transfer of the Digital Collectible.
4. Reservation of Rights. All rights in and to the Brand Art not expressly provided for in this Agreement are hereby reserved by the Brand.
The Brand Art is licensed, not sold. The Brand owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Brand Art. Without limitation, You shall not, nor permit any third party to do or attempt to do any of the following without express prior written consent from the Brand (i) modify the Brand Art; (ii) use the Brand Art to advertise, market, or sell any product or service; (iii) use the Brand Art in connection with media that depicts hatred, intolerance, violence, cruelty, or any other subject matter that reflects negatively on the Brand or Brands; (iv) use the Brand Art in any other form of media, except solely for Your own personal, non-commercial use for so long as You owns the Digital Collectible; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Brand Art; (vi) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Brand Art; or (vii) otherwise utilize the Brand Art for Your or any third party's commercial benefit.
5. Associated third-pary benefits and restrictions.
(a) Certain benefits associated with this digital collectible may be provided by third-party entities. These benefits may include, but are not limited to, exclusive access, promotions, or discounts. The terms and conditions of our partners govern the provision and usage of associated benefits. Please refer to the respective partner's terms and conditions for detailed information regarding eligibility, redemption process, and any limitations. The benefits provided by our partners may be subject to restrictions, including but not limited to time limitations or geographical constraints. Furthermore, some associated benefits are non-transferable and may only be used by the purchaser of the digital collectible unless explicitly stated otherwise in the partner's terms.
(b) Third-parties may modify or cancel benefits at their discretion. We are not responsible for any changes made by partners and do not assume any liability for the consequences of such changes. None of Web3 Audience or any third party has any obligation to provide any associated benefit and none of Web3 Audience or any third party will have any responsibility or liability for, arising out of, or relating to any associated benefit.
(c) Web3 Audience may share your data, including email address and wallet address, with third-party benefit providers. By holding this digital collectible, you explicitly consent to the sharing of such information. The use of your data by third-party benefit providers is governed by their respective privacy policies, which you agree to abide by.
6. Additional benefits
From time to time at their discretion, Web3 Audience or third parties may make additional content, products, services or other benefits available to the Holder of the applicable Digital Collectible (any of the foregoing, an “Additional Benefit”). None of Web3 Audience or any third party has any obligation to inform you of, or to provide you with, any Additional Benefit, and you should therefore not expect any Additional Benefit when acquiring an Digital Collectible. It will be your responsibility to keep yourself apprised of the availability of any Additional Benefit and to take the necessary steps to apply for or collect any Additional Benefit. The terms and conditions applicable to any Additional Benefit will be set forth in the information or materials provided with the Additional Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in these Terms, any digital works of authorship made available by Web3 Audience as an Additional Benefit will be licensed on the same terms set forth herein for, and will otherwise be treated as, Related Content. Any physical item provided as an Additional Benefit is not part of the Related Content and, except as otherwise provided in any separate terms and conditions applicable to the Additional Benefit, you will not have any license rights under any intellectual property rights in or to any such physical item. Unless otherwise agreed pursuant to a binding agreement between you and the provider of an Additional Benefit, any Additional Benefit may be suspended or terminated at any time for any or no reason, including without limitation upon transfer by you of the applicable Digital Collectible or termination of any license.
7. Payment and Fees.
REFUNDS AND RETURNS ARE NOT ACCEPTED WITH DIGITAL COLLECTIBLE PURCHASES
(a) Purchase. You hereby agree to purchase the Digital Collectible at the indicated purchase price.
(b) Purchaser Qualification. You represent and warrant that You (i) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) are not listed on any U.S. Government list of prohibited or restricted parties.
(c) Form of Payment. Web3 Audience agrees to accept payment for the Primary Transaction Purchase Price via selected currencies or credit card; provided that Web3 Audience may elect to accept other methods or forms of payment on an as-converted to U.S. dollars basis in its sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by Web3 Audience, or an assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply.
(d) Network Fees. By buying or selling a Digital Collectible on the Web3 Audience Platform or any other platform, You agree to pay all applicable fees and, if applicable, you authorize Web3 Audience to automatically deduct fees (including any transaction fees) directly from Your payments for the Primary Transaction or subsequent Secondary Transactions. "Network Fees" fund the network of computers that run blockchain technology, meaning that You will need to pay a Network free for each transaction that occurs via the relevant blockchain. Neither Web3 Audience or Brand have any insight into or control over these payments or transactions, nor does Web3 Audience or Brand have the ability to reverse any transactions. Accordingly, Web3 Audience and Brand will have no liability to You or to any third party for any claims or damages that may arise as a result of any transactions of the Digital Collectibles that You engage in.
(e) Transfers. All Secondary Transactions are subject to the following terms: (i) the Digital Collectible transferee (the "Transferee") shall, by receiving an ownership interest in the Digital Collectible, be deemed to accept all of the terms of this Agreement (other than with respect to Sections 6(a) and 6(c)); (ii) the Digital Collectible transferor (the "Transferor") shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, (iii) the Transferor shall pay 10% or higher (stated in smart contract) of the gross amounts paid by the Transferee (the "Royalty Payment"). Web3 Audience shall be paid on the same terms and at the same time as Transferor is paid by the Transferee. You acknowledge and agree that the amounts payable Web3 Audience under this Section herein does not include, and is not intended to cover any additional fees, including Network Fees imposed or required by the transferring platform through which You transfer the Digital Collectible.
(i) You further acknowledge and agree that all Secondary Transactions will be effected on the specified distributed ledger per Digital Collectible and You will be required to make or receive payments exclusively through Your wallet.
(ii) Without limitation of any other termination rights, Web3 Audience or Brand may suspend or terminate the license to the Brand Art if it has a reasonable basis for believing that You have engaged in an off-chain sale of the Digital Collectible, or otherwise engaged in any off-chain transactions for the purchase or sale of the Digital Collectible without making the applicable Royalty Payment. You, and all subsequent Transferees, shall be responsible for paying the Royalty Payment associated with the Secondary Transaction purchase price, regardless of whether such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.
(f) Physical Product Redemption. Within 90 calendar days after the close of the Auction winners will be notified via their Web3 Audience registration email with instructions on how to redeem their physical reward if applicable. Winners will have 30 calendar days to redeem their physical reward. Rewards are expected to ship within 90 calendar days following the close of the auction. Physical addresses will be collected through user-supplied information in the Web3 Audience profile or by your responses to communications with Web3 Audience You must provide US address shipping and delivery information in order to receive a physical Digital Collectible. Shipping fees and restrictions may apply.
(g) Credit Card Transactions. You may purchase a digital asset using a credit card. If you use a credit card to purchase, you expressly authorize us (and any payment processor) to charge your payment card for all purchases you make. For credit card payments, charge your credit card when you purchase your Digital collectible. The bank issuing your credit or card may control when to release funds in the case of an order cancellation or refund. We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). We reserve the right to use the Payment Information you provide us in connection with any payments to provide better service to you should you wish to use our service again in the future and to protect us from fraud and other losses. For all credit card purchases, you will not be able to transfer or resell the digital asset for a minimum of 30 days due to credit card confirmation period.
(h) Completion of a payment transaction is contingent upon: you providing complete personal, account, transaction and any other information needed, authorization of the payment by your credit or debit card company, and acceptance of your payment.
(i) Payment and Refund Processing. Payments and refunds facilitated by the Services may be processed by a third-party payment processor ("Payment Processor"). You may be required to create an account with such Payment Processor, and by doing so, you are agreeing to comply with the Payment Processor's terms of service. You may need to provide additional information to verify your identity, business and tax information and your bank information when you register with the Payment Processor. If, and to the extent, we accept, hold or transmit funds in connection with your purchase, you agree that we do so, on your behalf, as your limited agent and you hereby appoint Royal as your limited agent solely for the purpose of accepting payments from, and refunding payments to, Service Recipients on your behalf. In accepting appointment as your limited agent, we assume no liability for any of your acts or omissions.
(j) Chargebacks and Payment Holdback. We further reserve the right to implement Payment Holdbacks to you if payments are deemed suspicious or fraudulent, at our sole discretion. We will notify you that you are subject to a Payment Holdback and we may require that you provide supporting documentation or information related to the relevant payment(s) and corresponding purchase(s). If you do not provide such supporting evidence within the requested timeframe, we reserve the right to refund the payment and transfer any available funds from your wallet to your identified bank account or otherwise take any action we feel is reasonably necessary to comply with our compliance standards, including those imposed by any relevant financial institution, our Payment Processor, or the credit card network rules, as well as any applicable law.
(k) Failure to Process Payments, Refunds or Chargebacks. You are solely responsible for the information you provide in connection with payments and refunds processed via the Services. Subject to applicable law, we reserve the right to send any delinquent, past due, or any other Web3 Audience account that is in default to collections agencies to recover such past due amount.
(l) Costs and Taxes. You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, "Taxes" means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
8. Warranty Disclaimers and Assumption of Risk.
You represent and warrant that You: (a) are at least the age of majority in Your place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into this Agreement, (b) will use and interact with the Digital Collectibles and Brand Art only for lawful purposes and in accordance with this Agreement, and (c) will not use the Digital Collectibles or Brand Art to violate any law, regulation or ordinance or any right of Web3 Audience OR Brand its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further agree that You will comply with all applicable laws.
THE DIGITAL COLLECTIBLES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WEB3 AUDIENCE EXPLICITLY DISCLAIMS 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. WEB3 AUDIENCE AND BRAND MAKES NO WARRANTY THAT THE DIGITAL COLLECTIBLES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WEB3 AUDIENCE AND BRAND MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE DIGITAL COLLECTIBLES.
WEB3 AUDIENCE AND BRAND WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE DIGITAL COLLECTIBLE, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; (IV) UNAUTHORIZED ACCESS TO DIGITAL COLLECTIBLE; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE DIGITAL COLLECTIBLES. THE DIGITAL COLLECTIBLES ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH WEB3 AUDIENCE AND BRAND DOES NOT CONTROL. WEB3 AUDIENCE DOES NOT GUARANTEE THAT BRAND AND WEB3 AUDIENCE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL COLLECTIBLE. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE COLLECTIBLES WEBSITE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, WEB3 AUDIENCE AND BRAND MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE COLLECTIBLES WEBSITE OR ANY PURPORTED SECONDARY TRANSACTIONS.
WEB3 AUDIENCE IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE DIGITAL COLLECTIBLES. WEB3 AUDIENCE IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE DIGITAL COLLECTIBLES, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9. Assumption of Risk
You accept and acknowledge all risks associated with the following:
(a) You are solely responsible for determining what, if any, taxes apply to Your purchase, sale, or transfer of Digital Collectibles. Neither Brand nor Web3 Audience are responsible for determining or paying the taxes that apply to such transactions.
(b) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within Your Wallet. Web3 Audience will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when effecting Digital Collectible transactions, however caused.
(c) Digital assets, including blockchain based assets such as the Digital Collectibles, are subject to developing laws and regulations throughout the world.
(d) Transactions involving the Digital Collectibles may rely on third-party platforms to perform transactions which are outside of Web3 Audience control. Therefore, access to and interactions for the Digital Collectibles may be limited or unavailable.
(e) The Web3 Audience Digital Collectible platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Platform. Web3 Audience may experience cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses.
10. Links to Third Party Websites or Resources
Use and interaction of the Digital Collectibles and Brand Art may allow You to access third-party websites (including websites that host the Brand Art) or other resources. Web3 Audience provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assumes all risk arising from Your use of any third-party resources. Under no circumstances shall Your inability to view the Brand Art on a third-party website serve as grounds for a claim against Web3 Audience.
11. Termination of License to Brand Art
Your license to the Brand Art shall automatically and immediately terminate without notice, and all rights shall revert to Web3 Audience and/or Brand if at any time: (i) You breach any portion of this Agreement; (ii) You engage in any unlawful activity related to the Digital Collectible (including transferring the Digital Collectible to a Prohibited Transferee); (iii) You initiate any legal actions, except an arbitration as specifically provided herein, against Web3 Audience, Brand, or their parent, subsidiary, and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (collectively, theParties"); or (iv) at Web3 Audience's sole determination and discretion, You disparage any of the Web3 Audience Parties, or their Brands or products. Upon any termination, discontinuation or cancellation of Your license to Brand Art, Web3 Audience or Brand may disable Your access to the Brand Art and You must delete, remove, or otherwise destroy any back up or single digital or physical copy of the Brand Art.
You shall defend, indemnify, and hold the Web3 Audience Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Digital Collectibles whether or not such person personally purchased the Digital Collectibles) against any Web3 Audience Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (A) Your purchase, ownership, use and interaction with the Digital Collectibles or license to the Brand Art, (B) Your breach or anticipatory breach of this Agreement, (C) Your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Your use or interaction with the Digital Collectibles, and (D) any misrepresentation made by You (all of the foregoing, "Claims and Losses"). You will cooperate as fully required by Web3 Audience in the defense of any Claim and Losses. Notwithstanding the foregoing, Web3 Audience retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. Web3 Audience reserves the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Web3 Audience.
13. Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WEB3 AUDIENCE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE DIGITAL COLLECTIBLES WILL 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 DIGITAL COLLECTIBLES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE DIGITAL COLLECTIBLES OR ACCESS THE BRAND ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Web3 Audience OR ITS SERVICE PROVIDERS HAS 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.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL WEB3 AUDIENCE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE DIGITAL COLLECTIBLES OR ACCESS THE BRAND ART EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Web3 Audience AND YOU.
14. Governing Law and Forum Choice
This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 "Dispute Resolution," the exclusive jurisdiction for all Disputes (defined below) that You and Web3 Audience are not required to arbitrate will be the state and federal courts located in the Lewes, County of Sussex, and You and Web3 Audience each waive any objection to jurisdiction and venue in such courts.
15. Dispute Resolution
If you have a potential legal dispute, claim or cause of action against Web3 Audience, you shall first (prior to initiating any litigation proceedings) contact Web3 Audience by sending an email to [email protected] describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by Web3 Audience, You shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the provisions of this section titled "Governing Law and Forum Choice".
16. General Terms
Any changes to these Terms will be in effect as of the “Last Updated Date”; referred to at the top of this page. You should review these Terms before using the Digital Collectibles Platform or purchasing any product or using any services that are available through this App. In case of relevant changes, we will notify you for any update or change made to these Terms. Your continued use of this Digital Collectibles Platform after the “Last Updated Date”; will constitute your acceptance of and agreement to such changes.
This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the Party or Parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party, or to bind such other Party in any manner.