These terms (“Terms”) are a legally binding agreement by and between Tradeshare, Inc. (“Tradeshare,” “we” or “us”), a California corporation, and any holder of an Applicable NFT (defined below) (“you” or “Holder”) governing the parties’ rights and obligations with respect to Applicable NFTs and Applicable Art (defined below).
“Applicable NFT” means a non-fungible token minted by a smart contract deployed and associated with the contract metadata containing these Terms, or such other smart contract(s) as designated by Tradeshare from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Tradeshare may designate in its sole discretion (each, an “Applicable NFT Smart Contract”). Applicable NFTs include Successor Applicable NFTs (as defined below). An Applicable NFT Smart Contract associates each Applicable NFT with a piece of digital art, as may be changed from time to time (the “Art”).
The Art is intended to be dynamic and may be modified in certain circumstances, including by Tradeshare or through interaction with certain Tradeshare’ or third-party websites, applications, or other resources, each as communicated by Tradeshare or such third parties from time to time. For example, the Art may display a “TRDEPASS” membership card (such Art, “TRDEPASS Art”) and/or any other shapes, objects, avatars, or characters (such Art, “New Art”).
TRADESHARE WILL NOT BE RESPONSIBLE TO ANY HOLDER FOR ANY LOSS IN CONNECTION WITH ANY SUCH MODIFICATION OR IF NO MODIFICATION OCCURS.
NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER:
BY ACCEPTING THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND TRADESHARE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 10 (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 10 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 12 (GOVERNING LAW AND FORUM CHOICE) AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.
YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.
1.1. You Own Your Applicable NFT. When you own a digital wallet that holds an Applicable NFT, as recorded by the Applicable Smart Contract, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that Applicable NFT (“Your Applicable NFT”). Except for the Applicable NFTs we own, Tradeshare has no right or ability to seize, freeze, or otherwise modify the ownership of any Applicable NFT without authorization from the Holder; provided, the foregoing shall not restrict Tradeshare’s right to modify the Art.
1.2.We Own (but License to You) the IP in Your Art. Tradeshare owns all rights, title, and interest in and to the Art including any and all copyrights, trademarks, and other intellectual property rights therein (“IP”). However, we grant you the applicable Non-Commercial License or the Commercial License (each as defined below) to use the Art associated with Your Applicable NFT (“Your Art”) for as long as you hold Your Applicable NFT.
1.3. You Own the IP in Your Derivative Works. Solely to the extent that you are granted a Commercial License under these Terms, then as between you and Tradeshare, you own all rights, title and interest in and to any “derivative work,” as defined by the United States Copyright Act, based upon Your Art created during the Commercial License Term (defined below) (“Derivative Work”); provided, however, that (i) we retain the copyright in the Art underlying any Derivative Work; (ii) your use of any Derivative Work during and after the Commercial License Term is subject to these Terms (including the license/reservation of rights in Section 2.4); and (iii) your use of any Derivative Work after the Commercial License Term may require a license from the current owner of the Applicable NFT.
1.4. Utility. Holders may be offered utility, benefits, or entitlements (collectively, “Utility”) from time to time, but these Terms do not confer any Utility except as granted by the applicable Non-Commercial License or Commercial License. Tradeshare makes no assurances of any Utility. Any Utility may be subject to other terms and conditions. Tradeshare will not be responsible in any manner for any Utility offered, or proposed to be offered by, any third party.
1.5. Replacement or Successor Applicable NFTs. From time to time and in Tradeshare’s sole discretion, you may be offered the opportunity and option to mint, claim, or otherwise receive replacements, substitutions, or upgrades to Your Applicable NFTs (a “Successor Applicable NFT”). A Successor Applicable NFT may display New Art. In connection with, and to be eligible for the receipt or redemption of, a Successor Applicable NFT, you will be required to agree to any and all additional terms and conditions associated with such receipt or redemption, including but not limited to the burning of your then-existing Applicable NFT, as Tradeshare shall determine and communicate to you from time to time. You are not obligated to mint, claim or receive a Successor Applicable NFT, but if you do, you agree to continue to be subject and bound by these Terms with respect to your Successor Applicable NFT to the same extent as with respect to your Applicable NFT. TRADESHARE WILL NOT BE RESPONSIBLE TO ANY HOLDER FOR ANY LOSS IN CONNECTION WITH ANY SUCH REPLACEMENT OR UPGRADE OF AN APPLICABLE NFT, SUCCESSOR APPLICABLE NFT, OR APPLICABLE NFT SMART CONTRACT, OR IF NO REPLACEMENT OR UPGRADE OCCURS.
2.1. Non-Commercial License Grant. Subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring Your Applicable NFT and for so long as (A) you hold Your Applicable NFT (both dates as recorded by the Applicable Smart Contract) (the “Non-Commercial License Term”) and (B) Your Applicable NFT is associated with a TRDEPASS Art (“Your TRDEPASS Art”), Tradeshare grants to you a non-exclusive, universe-wide, royalty-free (this does not refer to the Creator Royalty Fee paid by selling to a third-party), license to use, copy, and display (but without any right to sublicense, whether through one or more tiers) Your TRDEPASS Art is solely for your own personal, non-commercial use, including (i) for home display, display in a virtual gallery, or as a social media avatar; (ii) to create a reasonable number of back-up copies and a physical print out, each to be retained only for so long as You own the associated TRDEPASS NFT; and (iii) as part of a Tradeshare’s website or application, or the website or application of a third party approved in Tradeshare’s sole discretion, that permits the inclusion, involvement, or participation of Your Applicable NFT (the “Non-Commercial License”).
2.2. Commercial License Grant. Subject to your acceptance of, and compliance with, these Terms, upon lawfully acquiring Your Applicable NFT and, for so long as (A) you hold Your Applicable NFT (both dates as recorded by the Applicable Smart Contract) (the “Commercial License Term”) and (B) Your Applicable NFT is associated with Art that is not TRDEPASS Art or New Art (“Your Applicable Art”), Tradeshare grants to you a universe-wide, royalty-free, sub-licensable license to reproduce, distribute, prepare derivative works based upon, publicly display, publicly perform, transmit, and otherwise use and exploit, Your Applicable Art, as applicable (the “Commercial License”). The Commercial License is intended to be broad, enabling you to make both commercial and non-commercial uses of Your Applicable Art, in any and all media, whether existing now or invented later, subject only to the restrictions set forth below. The Commercial License is exclusive, except as to Tradeshare and its sublicensees, who may also freely use and exploit Your Applicable Art in any manner or medium whatsoever now and in the future.
2.3. Restrictions and Reservations.
2.3.1 The Commercial License extends only to Your Applicable Art. This means the complete selection, arrangement, and composition of all base layers, features, attributes, and other elements that comprise Your Applicable Art (including but not limited to the texture, body artwork, and accessories included therewith). Thus, while the Commercial License allows you to create and exploit Derivative Works, the Commercial License does not grant you rights in any individual element of Your Applicable Art subject thereto, or a license to exploit any individual element separate and apart from Your Applicable Art. For example, the Commercial License allows you to create three-dimensional renderings of, and to add new original clothing or accessories to, Your Applicable Art, but does not allow you to extract individual features (e.g., body features, accessories) for use in a separate work.
2.3.2 Neither the Non-Commercial License nor the Commercial License grants you any rights in or to Tradeshare’s (or any other) trade names, brands, trade dress, or trademarks (e.g., “TRADESHARE”, “F3 SOCIETY” or “TRDEPASS”), all of which are expressly reserved to Tradeshare (collectively, “Tradeshare TM Rights”). You hereby agree that any Tradeshare TM Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Tradeshare.
2.3.3. You may not use Your Art in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability.
2.3.4. You may not use Your Art in a manner that violates applicable law.
2.3.5. All rights not expressly granted herein are reserved by us.
2.4. License Back to Tradeshare. You agree to grant, and hereby grant, to Tradeshare an irrevocable, perpetual, non-exclusive, universe-wide, royalty-free, sublicensable license to reproduce, distribute, publicly display, publicly perform, transmit, and otherwise use and exploit any Derivative Work you create in any manner or medium whatsoever now and in the future, without any compensation or attribution to you, including but not limited to promoting Tradeshare or its brands and publishing related games and other media. Tradeshare will in good faith use Derivative Works only in combination or conjunction with other intellectual property created, owned, licensed, or controlled by Tradeshare or its licensors; provided, that Tradeshare will not be liable to you for any use of a Derivative Work pursuant to the license set forth in this Section 2(d).
3.1. Copyright Notices. From time to time, Tradeshare may provide a copyright notice which you may use with Your Applicable Art (the “Tradeshare Copyright Notice”). Subject to your compliance with these Terms, you may include a copyright notice identifying you, or such other person you designate, as the copyright owner of any Derivative Work created during the Commercial License Term, provided that you also include the Tradeshare Copyright Notice.
Copyright Registrations. You shall ensure that any application to obtain a copyright registration in a Derivative Work may identify you or such other person you designate as the copyright owner but shall identify Your Art as a preexisting work upon which the Derivative Work is based.
Actions. To the extent applicable law authorizes you to bring a claim for infringement based upon the unauthorized use of Your Applicable Art, you agree that: (i) any such claim shall be based solely upon the unauthorized use of Your Applicable Art, not other Art—for example, on the ground that the other Art is substantially similar to Your Applicable Art; and (ii) Tradeshare may, in its sole discretion, join and, unless it would materially prejudice your rights, elect to take over the control of the prosecution of, any such action.
Disputes Among Holders. Tradeshare has no obligation to support the resolution of, or resolve any, dispute that may arise between Applicable NFT holders.
4.1. No Decoupling. Except as expressly provided herein, ownership of an Applicable NFT and the applicable Non-Commercial License or Commercial License are not separable in any way. You may not engage in any transaction or activity that purports to decouple the applicable Non-Commercial License or Commercial License from Your Applicable NFT.
4.2. Termination of License. Upon the transfer of Your Applicable NFT to a new Holder, as recorded by the Applicable Smart Contract: (i) your Non-Commercial License or Commercial License hereunder, as applicable, shall immediately and automatically terminate; (ii) you must discontinue any use of Your Applicable Art as a trademark or other source identifier; and (iii) any trademark and corresponding registration obtained in connection with your exercise of the Commercial License shall be deemed abandoned unless duly transferred to the new Holder under a separately negotiated written agreement.
4.3. Published Works. If, during the Commercial License Term, you create and make available to the public a work using Your Applicable Art (a “Published Work”), you may, except as set forth in Section 4.2(ii), continue to use and exploit that Published Work in accordance with these Terms after the Commercial License Term; provided, however, that: (i) you will be responsible for any obligations or liabilities arising from your continued use of the Published Work after the Commercial License Term; and (ii) this privilege does not allow you to use the Art to create any new works or materials after the Commercial License Term. Thus, for example:
4.3.1. A digital series featuring Your Applicable Art that was released during the Commercial License Term may continue to run after the Commercial License Term, but any creation or distribution of any new episodes featuring the Applicable Art would require a license from the new Holder.
4.3.2. After the Commercial License Term, you may sell off existing (at the time of transfer) inventories of merchandise featuring Your Applicable Art that were created and offered for sale during the Commercial License Term, but the creation or distribution of any new merchandise or inventory featuring the Applicable Art would require a license from the new Holder.
5. Holder’s Representations and Warranties.
Holder represents and warrants that Holder:
5.1. is over the age of majority and has the legal capacity to enter into these Terms;
5.2. will only use and interact with any Applicable NFT and Art in accordance with these Terms;
5.3. will comply with all applicable law in the exercise of its rights and obligations under these Terms and will not violate any right of Tradeshare, its licensors, or any right of any third party;
5.4. is not, and will not, knowingly execute a transaction involving an Applicable NFT with any person who 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 (ii) listed on any U.S. Government list of prohibited or restricted parties; and
5.5. has and will have all rights necessary to grant to Tradeshare the license set forth in Section 2(d).
6. Warranty Disclaimers.
6.1. EACH APPLICABLE NFT AND ART IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TRADESHARE 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.
6.2. EACH APPLICABLE NFT IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE POLYGON BLOCKCHAIN. ANY TRANSFER OF OWNERSHIP THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE POLYGON BLOCKCHAIN, WHICH TRADESHARE DOES NOT CONTROL.
6.3. TRADESHARE WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDER FOR ANY LOSS IN CONNECTION WITH ANY APPLICABLE NFT OR ART AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO HOLDER FOR, ANY USE OF OR INABILITY TO USE ANY APPLICABLE NFT OR ART, 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) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE OR HARDWARE; (III) DATA LOSS OR CORRUPTION; (IV) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS; (V) UNAUTHORIZED ACCESS TO ANY APPLICABLE NFT OR ART; OR (VI) THE ACTS OR OMISSIONS OF ANY THIRD PARTY.
6.4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
7. Assumption of Risk.
Holder accepts and acknowledges all risks associated with the following:
7.1. Applicable NFTs and Art subject to the Commercial License may be used in myriad ways. While we strongly encourage transparency, communication, and research prior to acquiring an Applicable NFT, including to understand what previous and existing uses have been made of the Applicable NFT and Art and how those uses may affect value, any purchase of an Applicable NFT is at the purchaser’s own risk. Tradeshare is not responsible for verifying or providing information on how an Applicable NFT or its Art have been exploited. Additional documentation from a Holder may be necessary or prudent.
7.2. Tradeshare is not responsible for determining or paying any taxes that apply to any Holder’s purchase, sale, or transfer of rights in each Applicable NFT. As between the parties, Holder is responsible for determining what, if any, taxes apply to such transactions.
7.3. Transactions involving Applicable NFTs and Art rely on third-party or decentralized platforms, systems, or marketplaces. We do not maintain, control, or assume any obligations with respect to such platforms, systems, or marketplaces. To the extent that Tradeshare provides links or access to third party platforms, sites, or other resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.
7.4. Indemnity. Holder shall defend, indemnify, and hold Tradeshare, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Applicable NFT or Art, whether or not such person personally purchased a Applicable NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of these Terms; (c) your exercise or attempted exercise of the Non-Commercial or Commercial License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such claim must be approved by Tradeshare in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defense of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without our prior written consent.
8. Limitation of Liability
8.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY 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 SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY APPLICABLE NFT OR ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRADESHARE OR ITS SERVICE PROVIDERS 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. IN NO EVENT WILL ANY INDEMNIFIED PARTY’S CUMULATIVE LIABILITY HEREUNDER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED $100.
8.2. BY PURCHASING OR OWNING AN APPLICABLE NFT, HOLDER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TRADESHARE AND HOLDER.
9. Dispute Resolution.
9.1. Mandatory Arbitration of Disputes. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Applicable NFT or Art (“Dispute”) must be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. Each party waives the right to a trial in court and/or by a jury. This arbitration provision shall survive any termination of the applicable Non-Commercial License or Commercial License or these Terms.
9.2. Exceptions. As a limited exception to Section 10.1 above: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights.
9.3. 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 https://www.adr.org/Rules 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 one lives, with provision to be made for remote appearances to the maximum extent permitted by the AAA rules, unless the parties 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 these Terms.
9.4. Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, and Tradeshare won’t seek to recover the administration and arbitrator fees for which Tradeshare is responsible unless the arbitrator finds your Dispute is frivolous. If Tradeshare prevails in arbitration, Tradeshare will pay all of its attorneys’ fees and costs and won’t 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.
9.5. Injunctive and Declaratory Relief. Except as provided in Section 10.4 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 Tradeshare 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 reliefs shall be stayed pending the outcome of the merits of any individual claims in arbitration.
9.6. Class Action Waiver. YOU AND TRADESHARE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with a party’s 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.
With the exception of any of the provisions in Section 10.6 (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.
Tradeshare reserves the right to clarify or amend these Terms by publicly publishing a new version of them, including, but not limited too, on www.Tradeshare.com and app.Tradeshare.com, and any other website or application.
12. 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 California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 10 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined above) will be the state and federal courts located in the State of California and County of Contra Costa, and you and Tradeshare each waive any objection to jurisdiction and venue in such courts.
13.1. Each of the Non-Commercial License and Commercial License applies only to the Applicable NFT on the blockchain that Tradeshare, in its sole discretion, may designate, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate Applicable NFTs, only the non-fungible token recorded on the blockchain designated by Tradeshare will be eligible to receive the benefit of the applicable Non-Commercial and Commercial License. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by Tradeshare is void ab initio.
13.2. These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.
13.3. These Terms constitute the entire agreement, and supersede any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of these Terms, all of which are hereby merged into these Terms. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify these Terms, except as expressly provided in Sections 11 or 13.1 or as the parties may agree in writing.
13.4. Failure to promptly enforce a provision of these Terms or any rights related to the Applicable NFT or Art will not be construed as a waiver of such provision or rights.
13.5. Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other party. Neither party 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. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party whatsoever.
13.6. The parties shall execute and deliver to the other party any and all such other instruments in reasonable mutually acceptable form and substance and shall take any and all such other actions as may be reasonably necessary to carry the intent of these Terms into full force and effect.
13.7. If any one or more of the provisions of these Terms should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the arbitrator, court, or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein.
13.8. The headings to sections of these Terms are for convenience or reference only and do not form a part of these Terms and will not in any way affect its interpretation.
13.9. Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.
13.10. For purposes of these Terms, the words and phrases “include,” “includes,” “including,” and “such as” are deemed to be followed by the words “without limitation”.
13.11. Holder may give notice to Tradeshare by contacting Tradeshare at email@example.com. Notice is effective upon receipt.
13.12. 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.