Eluvio End User Agreement

Last Updated January 2024

• This Eluvio End User Agreement (this "Agreement") is made and entered into as of the date of your acceptance of these terms by clicking “I Agree” below, by and between you and Eluvio, Inc., a Delaware corporation (“we”, “us”, “our” or "Eluvio"). You and Eluvio are sometimes referred to herein as the “Parties.”  This Agreement applies to any (i) transactions you complete on the eluv.io platform or any of our associated websites or mobile applications (collectively, the “Platform”) with respect to any online content experience provide via the Platform (the “Experience”) including but not limited to ticket purchases and other e-commerce transactions, (ii) NFTs or other things that you may receive or purchase that authorize or accompany your access to the Experience, and (iii) social interactions with other Experience participants, as applicable (collectively, the “Platform Services”).  Our Privacy Policy is also incorporated herein by reference.  By clicking “I agree” below or in any other way visiting the Platform or using the Platform Services, you expressly agree to this Agreement, as well as the Privacy Policy.
• The Parties hereby agree as follows:  
• The Experience may include but is not limited to streaming of live events (ingest concurrent with stream), pre-recorded, on demand, or interactive video or audio (2D or 3D) or a combination/hybrid thereof; and, serving of audio/video libraries and recordings, images, online games, digital books, metaverses or any combinations of the above. The Experience may include the ability to mint, store, sell, and enable retrading of  NFTs authorizing access to or associated with the content.

Payment.  All prices for purchases are stated in U.S. Dollars.  All payments for Platform Services that you choose to purchase via the Platform will be conducted through our digital payments providers.  By agreeing to purchase Platform Services, you also agree to the digital payments provider’s Terms of Service.  All fees and other amounts payable in connection with your purchase of Platform Services as listed on the Platform are exclusive of taxes and similar assessments, which will be added by the digital payments vendor during the checkout process.

• Experience Production.  We make the Platform Services available to the customers of persons and entities (each, a “Tenant” of the Eluvio Content Fabric) that produce and/or offer online experiences of all kinds, whether live (real-time), pre-recorded, or a combination/hybrid thereof, and including but not limited to live performances, sporting Experiences, feature length movies, television episodes and series, or combinations of any of the above, such as artists, venues, teams, fan clubs, promoters, and leagues. By initiating any transactions via the Platform Services, including but not limited to viewing a given Experience, you agree and acknowledge that the Tenant and/or the associated talent or creator is responsible for producing the content of the Experience.

• Pricing.  Tenants set the prices of all digital goods they sell on the platform and are solely responsible for all inventory. We do not determine pricing and we will not control for inventory or availability.
• Order Confirmation and Processing.  Your order is confirmed when we send you a confirmation and/or additional Experience access credentials in the form of an e-ticket, confirmation page or email (“Order Confirmation”).  When purchasing an NFT, your purchase is confirmed when an “Order Confirmation” is received.    If you do not receive an Order Confirmation after submitting payment information, or if you experience an error message or service interruption after submitting payment information, it is your responsibility to confirm via your account whether or not your order has been placed. Only you may be aware of any problems that may occur during the purchase process. We will not be responsible for losses (monetary or otherwise) if you assume that an order was not placed because you failed to receive confirmation.

• All prices for purchases are stated in U.S. Dollars.

• Service Fees, Order Processing Fees, Taxes, and Shipping Charges.  Tickets and merchandise purchased on the Platform are subject to, among other possible fees, a per ticket service fee in the case of Experience tickets, and a per item fee in the case of merchandise. We may display the applicable sales tax separately or include it in the total service fee amount. In the case of merchandise, you may need to pay a shipping or delivery fee. Any shipping or delivery charges are calculated based on delivery location and shipping method. Please note that all applicable fees may include a profit to Eluvio.

• Ticket Usage/Limitations. Each Experience ticket and/or its related access credentials (a “Ticket”) will be valid to view the Experience either when it initially streams or during such limited additional window after the initial streaming, or a combination thereof, as shall be determined by the Tenant and displayed clearly on the Platform at the time of purchase.  Unless re-watch or on-demand capability is permitted by the Tenant, and except in the case of “season pass”-style Tickets, which may allow for viewing multiple Experiences on the Platform, each Ticket will permit you a limited number og viewings of the Experience as configured by the Tenant, which may be conducted on a limited number of devices at a time as configured by the Tenant.  The Tenant may also desire to permit holders of certain Tickets to create personal highlight reels from the Experience, which may be downloaded and streamed either indefinitely or within a certain window, as determined by the Tenant and clearly displayed on the Platform at the time of purchase. Tickets are not transferrable and are not for resale. We reserve the right to cancel Tickets altogether if we detect that such Tickets have been transferred in violation of this Agreement.  The Experience is for adults only unless specifically designated by the Experience Owner as appropriate for children.  You represent and warrant that you have reached the age of majority in the jurisdiction in which you reside.
• NFTs and Media Wallet.  Tenant may wish to issue to you an “NFT,” which is a one-of-a-kind, non-fungible, cryptographic token for which there is no copy or substitute and that is linked to and represents a particular copy of an item of digital content, including, but not limited to, a particular digital copy of any textual work, audiovisual work, motion picture, photograph, other image or musical or other sound recording (such digital content, the “Associated Content”).  The issuance of any NFT to you would be recorded on a digital ledger of transactions that is duplicated and distributed on a network of computer systems, commonly known as a blockchain (the “Blockchain”).  Any NFT issued to you will be minted on the Content Fabric mainnet blockchain (https://mainnet955305.contentfabric.io), owned by your Eluvio Media Wallet address, and browsable at https://explorer.contentfabric.io and at https://wallet.contentfabric.io. That Eluvio Media Wallet address is exclusively accessible by you either through a custodial sign on validated through your chosen email credentials or via your non-custodial sign on via a private blockchain key.  Your NFT and its associated media may be viewed, publicly displayed and publicly performed, using the Eluvio Media Wallet application (the “Media Wallet”).  You acknowledge, understand and agree:

An NFT is not a medium of exchange and is not convertible virtual currency.  Any NFT that you receive hereunder will have no inherent monetary value whatsoever as a currency or other medium of exchange.  

In order to receive any NFT in connection with the Experience, you will need to accept and agree to be bound by Eluvio’s Media Wallet Terms of Use.  You may transfer the NFT between addresses on the Content Fabric blockchain and manage the NFT on the Content Fabric blockchain using the Media Wallet or an Ethereum-compatible wallet.

Any NFT that you receive hereunder may be lost, corrupted, damaged or stolen or become inaccessible, and neither Eluvio nor Tenant will have any liability hereunder or otherwise arising out of or relating to the loss, corruption or theft of or damage to any NFT.

Without limiting the generality of the foregoing, Eluvio makes no representation or warranty that the operation of the Media Wallet or the Blockchain will be uninterrupted or error free, and your NFT may be entirely lost and inaccessible in the Experience of any interruption or error with respect to the Media Wallet or the Blockchain.

An NFT is distinct from the Associated Content to which it is linked.  Further, your receipt of an NFT does not mean, in and of itself, that you own or have any rights under any intellectual property rights, rights of publicity or other rights in or relating to such NFT or in or relating to any Associated Content.  

As between us and Tenant, Tenant is solely responsible for any NFTs that you receive hereunder, including any Associated Content.  Thus, any license or other rights whatsoever that you may have under any of the intellectual property or other rights to copy, distribute, publicly display, publicly perform, create derivative works or otherwise exploit Associated Content is a matter that is between you and Tenant.  Eluvio makes no representation or warranty regarding intellectual property or other rights in any NFT or Associated Content and will have no liability or obligation to you whatsoever if your receipt, duplication, distribution, public display, public performance or other use of or activity relating to any such NFT or any Associated Content infringes or otherwise violates any intellectual property or other right of any person.  However, this does not limit any of your rights relating to Associated Content or your NFT under your agreement (if any) with the Tenant.

You agree that the regulatory regime governing Blockchain technologies and NFTs is uncertain, and new regulations or policies may materially affect your use of the Platform and Platform Services. You agree that we, or Tenant, may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. We, or Tenant, may also require you to provide additional information and documents in cases where it has reasons to believe that: your Media Wallet is being used for any illegal activity; you have concealed or reported false identification information and other details; or actions effected via your Media Wallet were effected in breach of these Terms. In such cases, we, in our sole discretion, may pause or cancel your Media Wallet until such additional information and documents are reviewed by us and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, we may refuse to provide you with access to the Platform or Platform Services.

• Code of Conduct.  You agree that you will comply with all applicable laws, rules and regulations, and that you will not: (A) restrict or inhibit any other person from using the Platform Services; (B) use the Platform for any unlawful purpose; (C) express or imply any statements you make are endorsed by us without our prior written consent; (D) impersonate any person or entity, whether actual or fictitious, including any employee or representative of Eluvio; (E) submit via the Platform (i) any information that is unlawful, fraudulent, libelous, defamatory, or otherwise objectionable, or infringes our or any third party’s intellectual property rights; (ii) any non-public information about companies without their authorization; or (iii) any advertisements, solicitations, chain letters, pyramid schemes, surveys, contests, investment opportunities or other unsolicited commercial communications; (F) submit or provide links to any postings containing material that could be considered harmful, obscene, pornographic, sexually explicit, indecent, lewd, violent, abusive, profane, insulting, threatening, harassing, hateful or otherwise objectionable, includes the image or likeness of individuals under 18 years old, encourages or otherwise depicts or glamorizes drug use (including alcohol and cigarettes), characterizes violence as acceptable, glamorous or desirable, or contains any personal contact information or other personal information identifying any third party; (G) submit or provide links to any postings containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age or disability; (H) engage in spamming or flooding; (I) harvest or collect information about users of the Platform; (J) in any other way violate or attempt to violate the terms of this Agreement.  
• Ownership of Content; Limited License.  The Platform and all data, text, designs, pages, print screens, images, artwork, photographs, audio and video clips, and HTML code, source code, or software that reside or are viewable or otherwise discoverable on the Platform (collectively, the “Content”), are owned by us or our licensors (including, without limitation, the Tenants or artists featured during the Experiences).  We own a copyright and, in some instances, patents and other intellectual property in the Platform and/or the Content. We may change the features of the Platform and the Platform Services at any time without notice.  We grant you a limited, conditional, no-cost, non-exclusive, non-transferable, non-sub-licensable license to view the Platform and its Content, including but not limited to the Experience, as permitted by this Agreement for non-commercial purposes only if, as a condition precedent, you agree that you will not: (A) submit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature; (B) manipulate identifiers, including by forging headers, in order to disguise the origin of any posting or data that you submit; (C) link to any portion of the Platform other than the URL assigned to the home page of the Platform (www.eluv.io); (D) “frame” or “mirror” any part of the Platform; (E) modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Platform, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Content; (F) remove any copyright, trademark or other proprietary rights notices contained on the Platform; (G) use any computer program, bot, robot, spider, offline reader, site search/retrieval application or other manual or automatic device, tool, or process to retrieve, index, data mine, or in any way reproduce or circumvent the security structure, navigational structure, or presentation of the Content or the Platform; (H) use automated software or computer system to search for, reserve, buy or otherwise obtain tickets, discount codes, promotional codes, vouchers, credits, gift cards or any other items available on the Platform, including sending information from your computer to another computer where such software or system is active; (I) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our Platform infrastructure; (J) reproduce, modify, display, publicly perform, distribute or create derivative works of the Platform or the Content; (K) reproduce or attempt to reproduce Tickets in a format or medium different from that provided by the Platform; (L) decode, decrypt, modify, or reverse engineer any Tickets or underlying algorithms or barcodes used on or in the production of Tickets or the Platform; (M) use the Platform or the Content in an attempt to, or in conjunction with any device, program or service designed to, circumvent any technological measure that effectively controls access to, or the rights in, the Platform and/or Content in any way including, without limitation, by manual or automatic device or process, for any purpose; and (N) use ticket bot technology to search for, reserve, or purchase Tickets through the Platform, including but not limited to using automated ticket purchasing software on the Platform or circumventing any security measure, access control system, or other technological control or measure on the Platform that is used to enforce posted Experience ticket purchasing limits or to maintain the integrity of posted online ticket purchasing order rules.  This license is expressly conditioned on your preexisting agreement to comply with, and your actual compliance with, each of the provisions described in this section. This license exists only so long as you strictly comply with each of the provisions described in this section. Any use of the Platform or Content by you or anyone acting on your behalf that does not strictly comply with each and every provision in this section exceeds the scope of the license granted to you herein, constitutes unauthorized reproduction, display, or creation of unauthorized derivative versions of the Platform and Content, and infringes our copyrights, trademarks, patents and other rights in the Platform and Content. You will not acquire any ownership rights by using the Platform or the Content.
• Forums and User Content.  We may host fan reviews, message boards, blog feeds, social media feeds and other forums found on the Platform (collectively, "Forums"), and you may be able to submit comments, suggestions, reviews, concepts, audio and video recordings, photographs, artwork or other materials to the Forums or other areas of the Platform ("User Content").  By submitting User Content, you certify that you are at least 18 years old, or you are at least 13 years old and have obtained your parent's or legal guardian's express consent to submit User Content.  You own all rights to your User Content. If you submit User Content to the Platform, you grant us a worldwide, non-exclusive, transferable, sublicenseable, royalty-free right and license to use, reproduce, modify, create derivative works of, distribute, publicly perform, display, archive and commercialize your User Content, in our sole discretion, in all formats and in all media channels now known or hereinafter discovered, without any compensation or acknowledgment to you or anyone else. This license will not affect your ownership in your User Content, including the right to grant additional licenses to your User Content, except if it conflicts with these Terms. We are not obligated to post, display or otherwise use any User Content, or to attribute your User Content to you. You will not make or authorize any claim against us that our use of your User Content infringes any of your rights.  Statements, opinions, and reviews posted by participants in a Forum may be inaccurate, offensive, obscene, threatening, or harassing. We do not endorse and are not responsible for these postings. We will not be liable for any loss or harm caused by the posting or your reliance on information obtained through the postings. You will be responsible for your User Content and the consequences of posting it. By submitting User Content, you represent to us that (i) you own, or have the necessary permission to submit the User Content and to grant the licenses to us under this section, and (ii) you have the written permission of every identifiable person in the User Content to use that person's name and likeness in the manner contemplated by the Platform and this Agreement or, if the person is a minor, the written permission of the minor's parent or legal guardian. We will have the right (but not the obligation) to monitor the Platform, the Forums and the User Content, and to disclose any User Content and the circumstances surrounding its submission in order to operate the Platform properly, or to protect ourselves, our sponsors and our users, or to comply with legal obligations or governmental requests.  If we are notified that your User Content does not comply with this Agreement, we may investigate the allegation and may decide to remove your User Content and cancel your account, as well as to terminate any existing and unused Ticket without refund. We may also hold you liable for any User Content that infringes the rights of a third party and require you to pay or reimburse us for any amounts we believe are necessary to resolve any complaint.

• Canceled, Postponed, and Rescheduled Streaming Experiences.  If either the Experience or our streaming of the Experience via our Platform is canceled, no action is required on your part to obtain a refund; we will (via the digital payments vendor) issue a refund to the original method of payment used at time of purchase, once funds are received from the Tenant if applicable. In some cases, you may also be given the option to choose either a credit or a refund; if so, we will send you a notification explaining your options, and how to submit a request for a credit.  If the Experience, or our streaming of the Experience, is postponed or rescheduled, your Ticket(s) are still valid, and no further action is required. If your Experience is canceled, postponed, or rescheduled, we will attempt to contact you to update you on the status of the Experience, and inform you of any refund, credit, or exchange procedures. For exact instructions on any particular canceled, postponed, rescheduled, or moved Experience, please check the Experience information online and in your account (which will include the most current information on the status of the Experience), or contact us.

• Refunds and Credits.  Unless otherwise expressly stated herein, or on the applicable Experience page on the Platform, all Ticket sales are final and refunds will only be permitted in the limited circumstances described above. Changing your mind about whether you wish to view the Experience will not entitle you to a refund of your Ticket price.  If a refund is issued, it will be processed to the original method of payment used at the time of purchase.  We may occasionally offer Tickets at a discounted price after the original on-sale date and/or the date on which you purchase your Ticket, in which case we will not refund the difference between the original price and the sale price. [In the Experience that we or the Tenant provide the option to request a credit for canceled, postponed, or rescheduled Experiences, we will send you a notification, and you can submit a request for credit in your account. Credits are non-transferable, may not be sold, are not redeemable for cash, and may not be combined with other promotions. Credits may not be applied to previously placed orders  Please note that if you are offered a choice of either a refund or a credit, you cannot get a partial refund; whatever selection you make (i.e., refund or credit) will apply to your entire order, and cannot be split between refund and credit. Any and all requests for a refund or credit are final and cannot be changed once initiated.  All merchandise purchases made via the Platform are final, and in no Experience will there be refunds, exchanges, or credits for merchandise purchases.  You agree that you will not attempt to evade, avoid, or circumvent any refund prohibitions in any manner with regard to Tickets or merchandise that you purchased. Without limiting the generality of the foregoing, you agree that you will not dispute or otherwise seek a “chargeback” from the company whose credit card or other method of payment you used to purchase Tickets or merchandise from the Platform. Should you do so, your Tickets are subject to immediate cancelation, and we may, in our sole discretion, refuse to honor pending and future purchases made from all credit card accounts or online accounts on which such chargebacks have been made, and may prohibit future purchases from all persons in whose name the credit card accounts exist, and from any person who accesses any associated online account or credit card or who otherwise breaches this provision from using the Platform Services.

• Account, Order, and Billing Information.  All information on accounts and orders must be valid and is subject to verification. All orders will be processed through our digital payments providers. Orders that are placed, or attempted to be placed, using an account with any information that is found to be false, misleading, incorrect, or incomplete, or that cannot be verified as belonging to the account holder—such as name, address, email address, phone number, IP address, or other account or billing information—are subject to cancelation, at any time.

• Claims of Copyright Infringement on the Platform.  Under the Digital Millennium Copyright Act of 1998 (the "DMCA") if you believe in good faith that any content on the Platform infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your agent's) physical or electronic signature; (b) identification of the copyrighted work on our Platform that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Platform; (d) your name, address, telephone number and email address (if available); (e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send us a counter-notice. You may read more information about the DMCA at http://www.loc.gov/copyright.  Notices and counter-notices should be sent to copyright@eluv.io. There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice. It is our policy to terminate, in appropriate circumstances, the access rights to the Platform of repeat infringers.

• Links.  The Platform may contain links to other websites that may not be owned or operated by Eluvio. The fact that we may link to those websites does not indicate any approval or endorsement of those websites. We have no control over those websites. We are not responsible for the content of those websites, or the privacy practices of those websites. We strongly encourage you to become familiar with the terms of use and practices of any linked website. Your use of other websites is at your own risk, and is subject to the terms of those websites. It is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Platform or other sites) is free of viruses, worms, Trojan horses, defects, date bombs, time bombs, and other items of a destructive nature.

• Violation of this Agreement.   We may investigate any violation of this Agreement, including unauthorized use of the Platform. We may provide law enforcement with information you provide to us related to your transactions to assist in any investigation or prosecution of you. We may take legal action that we feel is appropriate. You agree that monetary damages may not provide us a sufficient remedy, and that we may pursue injunctive or other relief for your violation of this Agreement. If we determine that you have violated this Agreement or the law, or for any other reason or for no reason, we may cancel your account, delete all your User Content, and prExperience you from accessing the Platform at any time without notice to you. If that happens, you may no longer use the Platform or any Content. You will still be bound by your obligations under this Agreement. You agree that we will not be liable to you or any third party for termination of your access to the Platform or to your account or any related information, and we will not be required to make the Platform or your account or any related information available to you. We may also cancel any ticket or merchandise order, and tickets or merchandise acquired through your order. We may refuse to honor pending and future purchases made from all accounts we believe may be associated with you, or cancel a ticket or ticket order associated with any person we believe to be acting with you or exercise any other remedy available to us. You agree that your abusive use of the Platform may cause damage and harm to us, including impaired goodwill, lost sales, and increased expenses.

• Disclaimer of Warranties.   WE PROVIDE THE PLATFORM, PLATFORM SERVICES, MEDIA WALLET, NFTs, ASSOCIATED CONTENT, AND CONTENT TO YOU "AS IS" AND "AS AVAILABLE." WE TRY TO KEEP THE PLATFORM, PLATFORM SERVICES, MEDIA WALLET, NFTs, ASSOCIATED CONTENT AND CONTENT UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND TO THE EXTENT THAT APPLICABLE LAW PERMITS THE DISCLAIMER OF EXPRESS OR IMPLIED WARRANTIES, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. WE DO NOT GUARANTEE THAT THE PLATFORM, PLATFORM SERVICES, MEDIA WALLET, NFTs, ASSOCIATED CONTENT OR CONTENT WILL ALWAYS BE SAFE, SECURE, OR ERROR-FREE, OR THAT THE PLATFORM, PLATFORM SERVICES, MEDIA WALLET, NFTs, ASSOCIATED CONTENT OR THE CONTENT WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

• Limitation of Liability.  IN NO Experience WILL WE OR OUR TenantS, SUPPLIERS, ADVERTISERS AND/OR SPONSORS BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE, AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM SERVICES, NFTs, ASSOCIATED CONTENT OR MEDIA WALLET, INCLUDING BUT NOT LIMITED TO THE CONTENT OF THE Experience, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (A) ANY FAILURE OF ANOTHER USER OF THE PLATFORM TO CONFORM TO THE CODES OF CONDUCT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM OR ANY NFT OR ASSOCIATED CONTENT, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM, (E) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, OR (F) ANY LOST OR STOLEN TICKETS OR ACCESS CREDENTIALS, INCLUDING, WITHOUT LIMITATION, ANY CODES OR PHRASES REQUIRED TO ACCESS OR TRANSFER ANY NFTs. EXCEPT AS EXPRESSLY STATED HEREIN WITH REGARD TO REFUND AND CREDIT AVAILABILITY, YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK BETWEEN US IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US. OUR AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR THE USE OF THE PLATFORM WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. IN NO Experience WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE. OUR LIABILITY WILL BE LIMITED UNDER THIS PARAGRAPH TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THE PROVISIONS OF THIS PARAGRAPH WILL NOT APPLY TO THE EXTENT APPLICABLE LAW PERMITS THE RECOVERY OF DAMAGES, ATTORNEYS' FEES OR COSTS OTHERWISE PROHIBITED UNDER THIS PARAGRAPH. THE PROVISIONS OF THIS PARAGRAPH THAT (A) PROHIBIT DAMAGES TO BE MULTIPLIED OR OTHERWISE INCREASED, (B) IMPOSE A DAMAGES LIMITATION OF THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS, AND (C) PROHIBIT THE RECOVERY OF ATTORNEYS' FEES AND COSTS, DO NOT APPLY IN CERTAIN STATES, INCLUDING WITHOUT LIMITATION NEW JERSEY, TO CLAIMS BROUGHT UNDER STATUTES PERMITTING SUCH RECOVERY.

• Indemnification. If anyone brings a claim against us related to your use of the Platform, the Content, any NFT, the Associated Content, your User Content or your violation of this Agreement, you agree to indemnify, defend and hold us and our affiliated companies, Tenants, suppliers, advertisers and sponsors, and each of our officers, directors, employees, and agents, harmless from and against any and all claims, damages, losses and expenses of any kind (including reasonable legal fees and costs). We reserve the right to take exclusive control and defense of any claim, and you will cooperate fully with us in asserting any available defenses.

• Disputes, Including Mandatory Arbitration and Class Action Waiver. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE PLATFORM, ANY NFT RECEIVED HEREUNDER, ANY ASSOCIATED CONTENT, OR TO PRODUCTS OR SERVICES SOLD, DISTRIBUTED, ISSUED, OR SERVICED BY US OR THROUGH US, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, RATHER THAN IN COURT, with the following exceptions: (1) You may assert claims in small claims court if your claims apply; (2) If a claim involves the conditional license granted to you as described in section 9 above, either of us may file a lawsuit in a federal or state court located within Alameda County, California, and we both consent to the jurisdiction of those courts for such purposes; and (3) In the Experience that the arbitration agreement in this Agreement is for any reason held to be unenforceable, any litigation against us (except for small-claims court actions) may be commenced only in a federal or state court located within Alameda County, California, and we both consent to the jurisdiction of those courts for such purposes.  The arbitration agreement in this Agreement is governed by the Federal Arbitration Act (the “FAA”), including its procedural provisions, in all respects. This means that the FAA governs, among other things, the interpretation and enforcement of this arbitration agreement and all of its provisions, including, without limitation, the class action waiver discussed below. State arbitration laws do not govern in any respect.  This arbitration agreement is intended to be broadly interpreted and will survive termination of this Agreement. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable.  There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow this Agreement as a court would. For the avoidance of doubt, the arbitrator can award injunctive relief.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: Eluvio, Inc., 918 Parker Street, Suite A21, Berkeley, CA 94710, Attn: President. You may download the forms located at http://www.jamsadr.com. The arbitration will be conducted by JAMS under its Streamlined Arbitration Rules and Procedures or, if applicable, its Comprehensive Arbitration Rules and Procedures, and any applicable supplemental rules including its Consumer Arbitration Standards of Minimum Fairness. The JAMS Rules are available online at http://www.jamsadr.com or by calling (800) 352-5267. Payment of all filing, administration and arbitrator fees will be governed by JAMS's rules. We will automatically reimburse administration and arbitrator fees for claims totaling less than $1,000 regardless of who the prevailing party is (unless the arbitrator determines the claims are frivolous), but we will not pay for attorneys' fees unless ordered to do so by the arbitrator. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Alameda County, California.  We each agree that the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding, and that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. YOU AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. You agree that this Agreement evidences a transaction involving interstate commerce and will be governed by and construed in accordance with federal law to the fullest extent possible.

• Severability.  It is our belief that this Agreement does not contain any provision contrary to law. However, if any part of this Agreement is determined to be illegal, invalid, or unenforceable, you agree that: (a) that part shall nevertheless be enforced to the extent permissible in order to effect the intent of this Agreement, and (b) the remaining parts shall be deemed valid and enforceable.
• Third-Party Beneficiary.  The Tenant shall be a beneficiary of your obligations under Section 8 (Code of Conduct) and of any disclosures made hereunder to (or acknowledgements made by) you.
• Questions.  If you have any questions, comments or complaints regarding this Agreement or the Platform, please contact us at: Eluvio, Inc., 918 Parker Street, Suite A21, Berkeley, CA 94710 , Attn: President, Email: legal@eluv.io.   California users may also contact the Complaint Assistance Unit of the Division of Consumer Services, California Department of Consumer Affairs, located at 1625 North Market Blvd., Sacramento, CA 95834, (800) 952-5210.