DIGITAL ASSET SALE AND USE: TERMS OF SERVICE

Last Modified: June 12, 2024

These Terms set forth the terms and conditions applicable to certain Digital Assets (as defined below) first issued and/or otherwise made available to the public by Pleasr (BVI) Limited, its affiliate(s), successor(s), assign(s) and/or designee(s) (collectively, “Company”). By (i) participating in any sale of and/or acquiring any Digital Asset(s) (as defined below) through the service operated by Company (the “Interface”), which is currently accessible through https://www.thealbum.com (the “Platform”) operated by Eternal Tunnel Corp (“ETC”), or, as applicable, otherwise acquiring any such Digital Asset(s) from any previous holder of such Digital Asset, and/or (ii) indicating your acceptance of these Terms on the Service, such acquirer and/or accepter, if and as applicable (“you”), agrees to be bound by these Terms of Service, along with any additional terms or modifications thereto provided to you on the Platform (including the Platform’s Terms of Service) or otherwise in the process of making a purchase and/or using a Digital Asset (collectively, these “Terms”).

1. Eligibility

You hereby represent and warrant that you have the full right, power, and authority to agree to, abide by, and comply with these Terms, and to access the Interface and purchase any Digital Asset(s) as set forth herein. You further represent and warrant that you are of the legal age of majority in your applicable jurisdiction. You acknowledge and agree that you are solely responsible for ensuring compliance with all applicable laws and/or regulations in your local jurisdiction, and that Company shall not be liable to any extent for your compliance or failure to comply with any such laws and/or regulations. You further acknowledge and agree that Company and/or its designee(s) may remove or restrict your access to the Interface and/or your ability to purchase any Digital Asset(s) at any time, for any reason, with or without notice to you.

2. Digital Assets

As used herein, a “Digital Asset” means a given non-fungible blockchain-based token (“NFT”), together with a fungible token (a “Token”) and any digital artwork directly associated with the relevant NFT and Token (with respect to a given NFT and Token, such artwork is referred to as “Associated Artwork”). Associated Artwork is separate from the NFT and Token associated therewith, and the rights, title, and interests therein shall be licensed to you solely as set forth in the “Grant of Rights” section below. For the avoidance of doubt, in no event shall any such rights, title, and/or interests in the Associated Artwork be deemed to have been sold or otherwise transferred to you (whether as a result of the sale of the associated NFT and Token by Company through the Interface, or otherwise).

3. Source of Funds

You represent and warrant that all funds and/or assets (e.g., digital assets, such as that digital asset commonly known as “Ethereum,” “Ether” and/or “$ETH”) used by you in connection herewith (e.g., for payment of the Purchase Price [as defined below], etc.) have been lawfully obtained by you in compliance with all applicable laws and/or regulations. You acknowledge that Company or its service providers may require you to provide additional information and/or documentation and/or take certain action(s) in order to ensure compliance with applicable laws and/or regulations (e.g., those related to anti-money laundering, etc.), compliance with this Agreement, and/or any other reason (e.g., to facilitate so-called “allowlist” access to the sale of any Digital Asset(s)), and agree that you will provide any such additional information and/or documentation and/or take such action(s) upon request.

4. Sales, Prices and Taxes

a. Any order(s) for Digital Asset(s) placed on the Interface require immediate payment in full of the applicable purchase price (as set forth on the Interface and determined by Company from time-to-time) (the “Purchase Price”) at the time of purchase. The Purchase Price shall be non-refundable. You hereby acknowledge and agree that, due to the nature of blockchain technology, once any transaction representing such order(s) has been broadcast to the Designated Blockchain (as defined below), such order cannot be cancelled or reversed for any reason.

b. Company shall be permitted to change the Purchase Price for any Digital Asset at any time prior to the applicable sale thereof, for any reason and without notice to you. You hereby authorize Company to charge you the applicable Purchase Price for any Digital Asset that you purchase via the Interface, as in effect at the time your purchase is confirmed. You further acknowledge and agree that, due to the nature of blockchain technology, the consensus rules of the Designated Blockchain may require the payment of an additional per-transaction fee, paid to the nodes or validators operating the Designated Blockchain (a “Gas Fee”). You will be solely responsible for paying any and all Gas Fee(s) associated with the blockchain-based transactions that you conduct in connection with the sale and/or acquisition of any Digital Asset(s), as well as all taxes, fees, duties and governmental assessments that are imposed or become due in connection with your use of the Interface. Except for income taxes directly levied on Company, you (i) will pay or reimburse Company for all taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from any payment(s) made to Company pursuant to these Terms.

5. Delivery

In order to participate in certain aspects of the Interface, including to purchase and receive any Digital Asset(s) through the Interface, you may be required to connect a non-custodial wallet to the Interface. You hereby grant Company permission to access and/or interact with such wallet to the extent necessary to deliver such Digital Asset(s) to you. Following the purchase of any Digital Asset(s) pursuant hereto, Company will deliver such Digital Asset(s) to such wallet. If Company is unable to deliver such Digital Asset(s) to such wallet for any reason (e.g., a failure to broadcast the transaction representing the order of such Digital Asset(s) to the Designated Blockchain), your purchase may be voided. You acknowledge and agree that Company shall not bear any responsibility for any Digital Asset(s) misdelivered as a result of incorrect information provided by you, and that you shall bear sole responsibility for ensuring that your digital-asset wallet is accurately and properly connected to the Interface. Any and all risk and title in and to any Digital Asset(s) shall be deemed to transfer to you upon the successful broadcast of the applicable transaction representing the order of such Digital Asset(s) to the Designated Blockchain. You acknowledge and agree that your non-custodial wallet is provided by a third-party entity and is generally governed by separate terms and conditions set by the respective third-party service provider. Such terms and conditions may involve additional fees, disclaimers, or risk warnings regarding the accuracy and reliance on the provided information. Reviewing and comprehending the terms and conditions associated with your chosen non-custodial wallet provider to ensure compliance and to be aware of any applicable charges or risks is your sole responsibility. We reserve the right to refuse to engage with a non-custodial wallet in our sole and exclusive discretion. We accept no responsibility or liability to you in connection with your use of a non-custodial wallet and make no representations or warranties regarding how the Digital Assets will operate with any specific non-custodial wallet.

6. Grant of Rights

Subject to and fully conditioned upon your continued compliance with these Terms, and solely for so long as you own a Digital Asset connected to any Associated Artwork (whether that Digital Asset was purchased directly through the Interface or through a secondary sale), Company grants to you a limited, personal, non-exclusive, non-sublicensable, worldwide license with respect to the Associated Artwork directly and identifiably associated with such Digital Asset to display such Associated Artwork solely: (i) for non-commercial, personal use, including within audiovisual media; and/or (ii) in connection with your attempt(s) to sell or otherwise transfer such Digital Asset to any other person or entity, in each case subject to the terms and conditions set forth herein.

7. Ownership and Limitations

a. Company retains all rights, title and interest in the Associated Artwork and all copyrights and/or other intellectual property rights therein. You do not have and will not have any right, title or interest in or to any Associated Artwork and you shall not be deemed to be granted any rights, whether express or implied, with respect to any Associated Artwork or any derivative works thereof.

b. Without limiting the foregoing, in addition to any limitations set forth elsewhere in these Terms, the licenses granted herein do not grant you the right to, and you will not, and you will not authorize, permit or assist any third party to: (a) create, sell or attempt to create or sell fractionalized interests in any Digital Asset; (b) separate, unlink or decouple any Associated Artwork from the Digital Asset(s) with which it is associated; (c) use any Associated Artwork to create, sell or attempt to create or sell any new cryptographic token (e.g., any NFT(s)); (d) reverse-engineer, decompile or otherwise attempt to discover the source code for any NFT, Token or Associated Artwork; and/or (e) use any Associated Artwork and/or exercise any license rights in the Digital Asset in any manner not expressly authorized herein.

c. For avoidance of doubt, you have no right to, and you will not, and you will not authorize, permit or assist any third party to, use any name, trademark, logo, branding or other intellectual property of Company or any affiliate, commercial partner or licensor of Company for any purpose not specifically set forth herein, or otherwise do or say anything to indicate or imply that Company or any of its affiliates sponsors, promotes or endorses any product, service or media or provides any representations or warranties with respect to any product, service or media.

d. If at any time you transfer a Digital Asset to a third party, any rights granted to you hereunder with respect to the Associated Artwork associated therewith shall immediately terminate (without the requirement of notice) with no outstanding or ongoing obligation or liability to you and shall transfer to the appropriate third party.

8. Additional Benefits for Digital Asset Holders

Subject to and fully conditioned upon your continued compliance with these Terms, and solely for the period during which you own a Digital Asset, you shall be entitled to access: a so-called limited “sampler” of the album entitled “Once Upon a Time in Shaolin” by Wu Tang Clan (the “Album”) created by the Album’s co-producer, Cilvaringz; and in Company’s sole discretion, any additional recordings from the Album that may become available as the relevant rights are obtained for use (the “Additional Benefits”). For the avoidance of doubt, any Additional Benefits shall only be accessible from the Interface and/or the Platform, and you shall not have the right to share or otherwise access with the Album outside of the Interface and/or the Platform. You acknowledge and agree that Company, ETC and/or its designee(s) may amend, remove or otherwise modify any or all of the Additional Benefits at any time, for any reason, with or without notice to you. You shall have no rights, title or interest in the Album or any copyright and/or other intellectual property rights embodied therein or associated therewith.

9. Blockchain Forks

a. You acknowledge and agree that each Digital Asset sold through the Interface shall be created and subsequently held on the version of the Ethereum digital blockchain ledger and network that is recognized by the nodes or validators of such network as canonical as of the time of such sale (the “Designated Blockchain”); provided that, for the avoidance of doubt, the Designated Blockchain does not refer to any Persistent Forks (as defined below), any digital blockchain ledgers which are not operating in a production environment or blockchains which are referred to as a “testnet”. As used herein, a “Persistent Fork” means a digital blockchain ledger and network generally recognized in the blockchain industry as the mainnet and consensus blockchain of a persistent “contentious hardfork” from the Designated Blockchain, which such hardfork has or would reasonably be expected to have material value independent from the Designated Blockchain.

b. In the event of a Persistent Fork that creates a copy(ies) of any Digital Asset(s) at the same addresses at which they were then held on the Designated Blockchain, the scope of the term “you” under these Terms, and all licenses granted to and other rights of you under these Terms, shall be deemed expanded to include each person who lawfully holds exclusive title to and ownership of the copy(ies) of the applicable Digital Asset(s) that are included on the Persistent Fork. You hereby acknowledge and agree that, as a result of the preceding sentence, in the event of a Persistent Fork, the aggregate number of the Digital Assets may be increased and/or unlimited minting of such Digital Assets may be permitted.

10. Assumption of Risk

a. Inherent Risks of Smart Contracts and Blockchain Technology. Where a transaction involves assets and activities memorialized on the blockchain, certain related activities utilize experimental smart contract and blockchain technology. You represent and warrant that you are knowledgeable, experienced and sophisticated in using blockchain technology and that you acknowledge, understand and are willing to accept the risks associated with related technological and cryptographic systems such as blockchains, smart contracts, consensus algorithms, cryptocurrencies, and decentralized or peer-to-peer networks and systems. You further acknowledge and agree that such technological and cryptographic systems (inclusive of the examples listed in the preceding sentence) may be subject to malfunctions, bugs, timing errors, hacking and theft, changes to the protocol rules of the blockchain (i.e., “forks”), hardware, software and/or Internet connectivity failures, unauthorized third party data access, and other technological risks, any of which can adversely affect the relevant smart contracts and may expose you to a risk of loss, forfeiture of your digital currency. You accept the inherent security risks of providing information and conducting business over the Internet and acknowledge that Company assumes no liability or responsibility for any such failures, risks, or uncertainties, nor for any communication failures, disruptions, errors, distortions or delays you may experience when using the Products, however so caused. You acknowledge that the services contemplated herein are subject to flaws and acknowledge that you are solely responsible for evaluating any code provided through your use of the Interface. The Interface may experience or be the target of sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays.

b. Acknowledgement of the Volatility of the Valuation of Blockchain Assets. You acknowledge and agree that the prices of blockchain assets are extremely volatile and unpredictable, that such assets may have no or little inherent or intrinsic value and that fluctuations in the price or markets of those or other digital assets could materially and adversely affect value.

c. Risks and Limitations of the Interface. You accept and acknowledge that (i) we do and will rely on third-parties in the operation of the services contemplated herein, and for support in the facilitation of transactions, the recording of any transfer in the decentralized ledger within the blockchain, and other assistance, tasks and support relating to the operation and administration thereof; and (ii) the applicable regulatory landscape governing blockchain technologies, cryptocurrencies, and other digital assets is uncertain, and new regulations or policies may materially adversely affect the development of the services, as well as interfere with our ability to operate or improve upon the services.

d. No Investment Advice. You acknowledge that any information provided is purely for informational purposes only and: (i) is not to be construed as investment advice or a recommendation that a particular digital asset is a safe or sound investment; (ii) is not a solicitation of any digital asset transaction; and (iii) does not attempt to induce or influence you to make any transactions or take any actions as a result of the information provided. You should not take or refrain from taking any action based on any information contained on the Interface. You alone are responsible for determining whether any investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. To the extent there is a secondary market and/or price for any Digital Asset, such markets and/or prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such Digital Asset, and as such there is no guarantee that such Digital Asset will have or retain any value.

e. Acknowledgement of Responsibilities for Transaction Outcomes. You acknowledge and agree that that use of the Interface, including the acquisition, swapping or utilizing of digital assets, may carry financial risk, and that the risk of loss may be substantial. All transaction decisions are made solely by you. By using the Interface, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You acknowledge and assume the risk of initiating, interacting with and participating in transactions via the Interface, in whatever means effectuated thereby, and take full responsibility and liability for the outcome of any transaction you initiate (regardless of whether the smart contracts, the Interface, other market participants or other users behave as expected or intended) and all other aspects of your use of and access to the Interface. Under no circumstances will the operation of all or any portion of the Interface be deemed to create a relationship that includes the provision or tendering of investment advice.

f. Local Standards. You acknowledge that the Interface and the content, materials, information, or functions available through the Interface may not be appropriate for use in all locations. Persons who choose to access the Interface do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

g. In addition to assuming all of the above risks, you acknowledge that you have obtained sufficient information to make informed decision(s) with respect to any Digital Assets (including, without limitation, the acquisition thereof and/or you entering into these Terms) and that you understand and agree that you are solely responsible for determining the nature, suitability and appropriateness of these risks for yourself.

h. You further acknowledge and agree that any subsequent sale(s) and/or transfer(s) of any Digital Asset may be subject to royalties and/or other fees imposed by the third-party marketplace(s) that facilitate such sale(s) and/or transfer(s). You acknowledge and agree that any such sale(s) and/or transfer(s) shall be subject to the terms and conditions applicable to and set forth by any such applicable marketplace(s).

11. Indemnification

To the fullest extent permitted by applicable law, You agree to defend, indemnify on demand and keep us and our affiliates, parents, subsidiaries and each of our and their respective officers, employees, agents, partners, members, providers, suppliers and licensors (collectively, the “Released Parties”) indemnified, and hold the Released Parties harmless from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and expenses, including reasonable attorneys’ fees, arising in any way from (a) your use of or reliance on the Interface or any services, content, functions, information, materials, or products available through the Interface, (b) your placement or transmission of any transaction, message, content, information, software or other materials through the Interface, or (c) your fraudulent or deceptive acts or omissions, or breach or violation of the law (including infringement of any intellectual property or other right of any person or entity) or of these Terms.

12. Limitation of Liability; Release

a. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY COMPANY, THE DIGITAL ASSET(S) AND/OR ASSOCIATED ARTWORK ASSOCIATED THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY (AND ITS AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKES NO WARRANTY THAT THE FOREGOING: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. COMPANY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE DIGITAL ASSET(S) AND/OR ASSOCIATED ARTWORK ASSOCIATE THEREWITH. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD COMPANY RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO COMPANY’S GROSS NEGLIGENCE.

b. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS (E.G., DIGITAL ASSETS), LOSS OF SO-CALLED “PRIVATE KEY(S)”, LOSS OF SO-CALLED “SEED PHRASE(S)”, LOSS OF ACCESS TO ANY SO-CALLED “DIGITAL WALLET(S)”, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO ACCESS OR USE, ANY DIGITAL ASSET(S) AND/OR ASSOCIATED ARTWORK, INCLUDING BUT NOT LIMITED TO ANY CONTENT ON THE SERVICE OR ANY OTHER WEBSITES AND/OR MOBILE APPLICATIONS AND/OR ANY ITEMS OBTAINED THROUGH THE SERVICE OR SUCH OTHER WEBSITES AND MOBILE APPLICATIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

c. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE DIGITAL ASSET(S), ASSOCIATED ARTWORK AND/OR ADDITIONAL BENEFITS, AND/OR THE ACCESS TO AND/OR USE THEREOF, EXCEED $100.

d. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, THE DIGITAL ASSET(S), ASSOCIATED ARTWORK AND/OR ADDITIONAL BENEFITS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE DEEMED PERMANENTLY WAIVED AND BARRED.

e. YOU, ON BEHALF OF YOURSELF AND YOUR SUCCESSORS, ASSIGNS, AND OTHER LEGAL REPRESENTATIVES (INDIVIDUALLY AND COLLECTIVELY, THE “RELEASING PARTIES”), HEREBY ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY RELEASE AND FOREVER DISCHARGE EACH OF THE COMPANY PARTIES OF AND FROM ALL DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, COVENANTS, CONTRACTS, CONTROVERSIES, DAMAGES AND ANY AND ALL OTHER CLAIMS, COUNTERCLAIMS, DEFENSES, RIGHTS OF SET-OFF, DEMANDS AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, BOTH AT LAW AND IN EQUITY, WHICH ANY RELEASING PARTY MAY NOW OR HEREAFTER OWN, HOLD, HAVE OR CLAIM TO HAVE AGAINST THE COMPANY PARTIES OR ANY OF THEM FOR, UPON, OR BY REASON OF ANY CIRCUMSTANCE, ACTION, CAUSE OR THING WHATSOEVER WHICH ARISES FOR OR ON ACCOUNT OF, OR IN RELATION TO, OR IN ANY WAY IN CONNECTION WITH ANY OF THE ADDITIONAL RIGHTS, INCLUDING ANY EXERCISE OR REMOVAL THEREOF.

f. THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

13. Governing Law

These Terms and the relationship between you and us shall be governed by and construed in accordance with the laws of the state of California applicable to contracts entered into and performed in California by residents thereof; provided that all provisions hereof related to arbitration shall be governed by and construed in accordance with the Federal Arbitration Act (U.S. Code Title 9) to the extent provided above. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS.

14. Dispute Resolution

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to legal@eternaltunnel.com so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an informal resolution within sixty (60) days of your email, then you and we both agree to resolve the potential dispute according to the process set forth herein. Any claim or controversy arising out of or relating to the use of the Interface, these Terms, or any other acts or omissions for which you may contend that we are liable, including, but not limited to, any claim or controversy as to arbitrability (“dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in Los Angeles, California, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If for any reason a claim by law or equity must proceed in court rather than in arbitration you agree to waive any right to a jury trial and any claim may be brought only in a Federal District Court or a California state court located in Los Angeles, California. YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH COMPANY MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED.

15. Remedies

In addition to any other rights and remedies to which Company may be entitled under contract, at law or in equity, in the event that you breach these Terms at any time, your right to copy, display, perform and/or distribute the Associated Artwork and any and all other license rights that you may have under these Terms will immediately terminate without any requirement of notice and with no outstanding or ongoing obligation or liability to you. Upon any termination of your license rights hereunder, you will immediately cease all use of any Associated Artwork. Company may disable digital-wallet and/or similar functionality(ies) with respect to the affected Associated Artwork, prohibit any platform or service from retrieving or rendering any such Associated Artwork in connection with the services they provide and/or take any other steps to prevent unauthorized use of any Associated Artwork. Company will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.

16. Miscellaneous

These Terms do not, and may not be construed to, create any partnership, joint venture or agency relationship between you and Company. For the avoidance of doubt, you acknowledge and agree that in no event shall Company be deemed hereunder to be party to any agreement or arrangement by and between you and any seller, holder, purchaser and/or acquirer of any Digital Asset that is not Company. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. If Company fails to insist that you perform any of your obligations under these Terms, or if Company does not enforce its rights against you, or if it delays in doing so, that will not mean that Company has waived its rights against you and will not mean that you do not have to comply with those obligations. If Company does waive a default by you, it will only do so in writing, and that will not mean that it will automatically waive any later default by you. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Company’s prior written consent, unless otherwise specifically set forth herein. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.