THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.
1. LUMENSNFT Defined. A “LUMENSNFT” is a non-fungible, unique token on the Ethereum blockchain (or any derivative thereof whenever that term is used herein)(“NFT”) (i.e., a controllable electronic record on a blockchain) that, as of its genesis issuance, contains an image of a certain face Art. “Art” means each of the unique images of the 8,888 LUMENSNFTs associated with, and linked to, an individual LUMENSNFT NFT. LUMENSNFTs will be available for purchase or transfer on mint.vibesandlogic.com or lumens.vibesandlogic.com, and may also be available for purchase or transfer (a) on one or more third-party platforms, such as OpenSea, or other marketplaces that may be established from time to time (each, an “NFT Marketplace”), which we do not operate, or (b) directly from third-party owners of LUMENSNFTs (such transactions, “Direct Sales”). The access and use of any NFT Marketplace is subject to the separate terms of that NFT Marketplace and any Direct Sales are subject to the terms thereof. The LUMENSNFTS will give you access to certain Discord channels, and unlock V+L experiences on web, mobile and real life experience. In addition, although we do not guarantee that they will, third parties may grant LUMENSNFT owners various entitlements and benefits. If a third party does so, such entitlements and benefits will be subject to whatever terms are provided by such third parties. We are not responsible or liable for any third-party NFT Marketplace, any Direct Sales, or any third-party entitlements or benefits. You covenant not to sue V+L, and hereby release and hold V+L harmless from and against or based on activities that may occur on such NFT Marketplaces, any Direct Sales (except Direct Sales for which V+L is the seller or purchase), due to third-party benefits or entitlements.
2. Ownership of a LUMENSNFT.
(a) A Purchaser owns all personal property rights to the LUMENSNFT that they purchased (e.g., the right to freely sell, transfer, or otherwise dispose of that LUMENSNFT). Such rights expressly do not include ownership of the copyrights or other intellectual property rights in the Art. Those rights remain with V+L and are licensed to Purchasers pursuant to Section 3 below.
(b) Purchasers may freely sell or otherwise transfer their LUMENSNFTs consistent with the Purchaser’s rights in such LUMENSNFT (e.g., by posting a sales listing on an NFT Marketplace, by Direct Sale, or otherwise) (a “Permitted Transfer”), so long as the Transferee (defined below) is not (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 (a “Prohibited Transferee”).
(a) Non-Commercial License to the Art. Subject to your compliance with this Agreement, V+L hereby grants to you, for so long as you own a LUMENSNFT (as recorded on the relevant blockchain), a non-exclusive, worldwide, royalty-free, revocable license (with no right to sublicense), to use, copy, and display the Art linked to your purchased LUMENSNFT solely for the following purposes: (i) for your own personal, non-commercial use (e.g., home display, display in a virtual gallery, or as a social media avatar), including to create a reasonable number of copies strictly as back-ups, and a physical print out, each to be retained only for so long as you own the associated LUMENSNFT; and (ii) as part of a V+L or third party’s website or application that permits the inclusion, involvement, or participation of your LUMENSNFT, provided that the website/application cryptographically verifies that only the actual owner can display the Art, and the Art is no longer visible once the owner of the LUMENSNFT leaves the website/application.
(b) Commercial License. Upon written request submitted to email@example.com, and subject to V+L’s sole and subjective discretion, V+L may also grant Purchasers exclusive, or non-exclusive licenses, to commercially exploit the Art via their particular LUMENSNFT(s).
(c) Derivative Works. Your rights also include the right to create derivative (but not identical) works of the Art to depict the face depicted in the LUMENSNFT that you own in goods or media by, for example, reformatting the Art for a particular medium. You may also modify the Art to create minor variations in the appearance, but such rights do not include the right to create characters substantially or confusingly similar to LUMENSNFTs that you do not own. Moreover, the copyright and other intellectual property rights in all such derivative works shall remain with V+L.
(d) Enforcement. As the holder of all copyrights and other intellectual property rights in the Art, V+L has exclusive right, at its sole and subjective discretion, to bring action against infringement of any license rights you hold in the Art linked to your LUMENSNFT. PURCHASER HEREBY ACKNOWLEDGES THAT THERE IS A CERTAIN DEGREE OF SIMILARITY AMONG ALL 8,888 LUMENSNFTS, THUS THE MERE FACT THAT THE LUMENSNFT OF ONE PURCHASER, OR THAT THE DERIVATIVE WORKS THEREOF, ARGUABLY MAY BE SUBSTANTIALLY SIMILAR TO THE LUMENSNFT OF ANOTHER PURCHASER, OR TO ANY DERIVATIVE WORK CREATED BY THAT PURCHASER, WILL NOT CONSTITUTE GROUNDS FOR AN INFRINGEMENT CLAIM.
(e) Name and Trademarks. No trademark rights are granted to you by V+L.
(f) Transfer of Licenses. The licenses in Section 3 are non-transferrable, except that they will automatically transfer in connection with a Permitted Transfer of your LUMENSNFT.
4. Reservation of Rights. All rights in and to the Art not expressly provided for in this Agreement are hereby reserved by V+L. V+L owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Art until such time as it decides to transfer those rights to others. Without limitation to the foregoing, Purchasers do not have the right to: (i) use the Art to create non-fungible tokens or other digital items accounted for on a distributed ledger; or (ii) create derivative works of the Art, except as expressly provided herein.
5. Transfers. All subsequent transactions involving your LUMENSNFT are subject to the following terms: (a) the LUMENSNFT transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the LUMENSNFT or Art, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof; (b) the LUMENSNFT transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessed by the Transferee. Purchaser further acknowledges and agrees that all subsequent transactions involving your LUMENSNFT will be effected on the blockchain network governing the LUMENSNFT, and Purchaser will be required to make or receive payments exclusively through Purchaser’s cryptocurrency wallet; (c) the Transferor shall pay or cause to be paid to V+L amount equal to 7.5% of the total purchase price for the LUMENSNFT in connection with the transaction between the Transferor and the Transferee (the “Royalty Payment”), which Royalty Payment shall be paid on the same terms and at the same time as the Transferor is paid by the Transferee. You acknowledge and agree that the Royalty Payment; and (d) each such subsequent transaction shall be effected on the Ethereum blockchain. For the avoidance of doubt, you (as Transferor) and all subsequent Transferees (to the extent they are Transferors) are responsible for paying each Royalty Payment to the extent such Royalty Payment is not automatically paid as a result of the operation of the smart contract related to the LUMENSNFT.
6. Purchaser’s Representations and Warranties. Purchaser represents and warrants that Purchaser (a) is the age of majority in Purchaser’s place of residence, with the legal capacity to enter into this Agreement; (b) will use and interact with the LUMENSNFT and Art only for lawful purposes and in accordance with this Agreement; (c) will not use the LUMENSNFT or Art to violate any law, regulation or ordinance or any right of V+L, its licensors, or any third party; and (d) will comply with all applicable law in the exercise of its rights and obligations under this Agreement.
7. Disclaimers. EACH LUMENSNFT IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, V+L 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. V+L MAKES NO WARRANTY THAT ANY LUMENSNFT WILL MEET PURCHASER’S REQUIREMENTS, BE CONTINUALLY DISPLAYED, OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. V+L MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT MADE AVAILABLE WITH RESPECT TO ANY LUMENSNFT.
V+L WILL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS IN CONNECTION WITH ANY LUMENSNFT AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO PURCHASER FOR, ANY USE OF OR INABILITY TO USE ANY LUMENSNFT, 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, NODE SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (III) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS; (IV) UNAUTHORIZED ACCESS TO ANY LUMENSNFT; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
EACH LUMENSNFT IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN, WHICH V+L DOES NOT CONTROL. V+L DOES NOT GUARANTEE THAT V+L CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY LUMENSNFT. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, V+L MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
8. Assumption of Risk. Purchaser accepts and acknowledges all risks associated with the following:
(a) The disclaimers in Section 7 above;
(b) Purchaser is solely responsible for determining what, if any, taxes apply to Purchaser’s purchase, sale, or transfer of rights in each LUMENSNFT. V+L is not responsible for determining or paying the taxes that apply to such transactions.
(c) Each LUMENSNFT is a digital asset recorded and transferable on the Ethereum blockchain. Any transfer of digital assets occurs through automated processes within the Ethereum blockchain, possibly with support from an NFT Marketplace or other third-party services, all of which are not controlled in any capacity by V+L. Transactions relating to LUMENSNFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions relating to the LUMENSNFTs shall be deemed to be made when recorded on the Ethereum blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.
(d) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. V+L will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions relating to any LUMENSNFT, however caused. In addition, the price and liquidity of blockchain assets are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect LUMENSNFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of LUMENSNFTs. LUMENSNFTs are not legal tender and are not backed by any government. Transactions in LUMENSNFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. The value of LUMENSNFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for LUMENSNFTs, which may result in the potential for permanent and total loss of value of a particular LUMENSNFT should the market for that LUMENSNFT disappear.
(e) Transactions involving LUMENSNFTs may rely on third-party or decentralized platforms or systems. We do not maintain, control, or assume any obligations with respect to such platforms or systems. V+L does not store your password, passkey, private key or other credentials needed to access the LUMENSNFTs, and will not be able to recover such items if you should lose them. Purchaser should keep a copy of Purchaser’s password, passkey or private key in a secure location.
9. Links to Third-Party Websites or Resources. Use and interaction of the LUMENSNFT and the Art may allow Purchaser to access third-party websites or other resources. To the extent that V+L provides links or access to such sites and/or resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those resources or through any links displayed on such websites.
10. Termination of License to the Art. Purchaser’s licenses to the Art shall automatically terminate and all rights shall revert to V+L if at any time: (a) Purchaser breaches any portion of this Agreement, including any failure to pay any Royalty Payment, or (b) if V+L has a reasonable basis for believing that you have engaged in a subsequent transaction with respect to a LUMENSNFT that is not recorded on, effected by, or otherwise conducted using the Ethereum blockchain, or is otherwise conducted in a manner reasonably likely to cause the Royalty Payment to not be timely paid. Upon any termination, discontinuation or cancellation of Purchaser’s licenses to the Art, V+L may disable Purchaser’s access to the Art and Purchaser shall delete, remove, or otherwise destroy any back up or other digital or physical copy of the Art.
11. Indemnity. Purchaser shall defend, indemnify, and hold V+L, 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 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 LUMENSNFT whether or not such person personally purchased a LUMENSNFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) your access to or use of the NFT Marketplace or any third-party services or products, (b) your breach or alleged breach of this Agreement, (c) your exercise of the licenses in Section 3, or (d) your actual or alleged violation of applicable law.
12. Limitation of Liability.
(a) 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 THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY LUMENSNFT OR ACCESS THE ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT V+L 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.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE LUMENSNFTS OR ACCESS THE ART, OR ANY OF THE RIGHTS AND LICENSES GRANTED HEREIN, EXCEED ONE HUNDRED U.S. DOLLARS ($100).
(c) BY PURCHASING OR OWNING A LUMENSNFT, PURCHASER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN V+L AND PURCHASER.
13. Governing Law and Forum Choice. This Agreement 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 14 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State of California, County of Los Angeles, and you and V+L each waive any objection to jurisdiction and venue in such courts.
14. Dispute Resolution.
Subsections (a) through (i) below constitute an arbitration agreement ("Arbitration Agreement"). It requires you to arbitrate disputes with Vibes + Logic and limits the manner in which you can seek relief from us.
(a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site, to any Services sold or distributed through the Site, including LUMENSNFTs, or to any aspect of your relationship with Vibes + Logic will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify; and (b) you or Vibes + Logic may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter referring to Vibes & Logic, Inc., requesting arbitration and describing your claim to our registered agent Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ ; all other claims shall be subject to JAMS’ most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’ rules are also available at jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Vibes + Logic will pay them for you. You may choose to have the arbitration conducted by telephone or video conference or based on written submissions, or you may request to meet in-person for arbitration in Los Angeles, California. You agree that any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Vibes + Logic. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. You agree that to the extent monetary or non-monetary remedy or relief is granted, such request for relief may be enforced as needed by any court of competent jurisdiction.
(d) Waiver of Jury Trial. YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Vibes + Logic are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as otherwise indicated in this Section 14. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(e) Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in the State of California, County of Los Angeles. All other claims shall be arbitrated.
(f) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 3145 Geary Blvd., Suite 270, San Francisco, California 94118, within 30 days after first becoming subject to this Arbitration Agreement. You may also submit your decision to firstname.lastname@example.org. Your notice must include your name and address, the cryptocurrency wallet address you used to transact on this Site (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
(g) Severability. With the exception of any of the provisions in Section 14(e) of this Arbitration Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Arbitration Agreement is invalid or unenforceable, the other parts of this Arbitration Agreement will still apply.
(h) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Vibes + Logic.
(i) Modification. Notwithstanding any provision in these terms to the contrary, we agree that if Vibes + Logic makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to us at the following address: 3145 Geary Blvd., Suite 270, San Francisco, California 94118.
15. General Terms. This Agreement (a) will transfer and be binding upon and will inure to the benefit of the Parties and their permitted successors and assigns, in particular any permitted Transferee; (b) along with the V+L General Terms (as applicable) constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement; (c) may be amended by V+L in its absolute and sole discretion; provided, that V+L shall give notice of any material amendments to this Agreement to the holders of the LUMENSNFT NFTs through reasonable and public means (e.g., V+L’s website, public post on a social media network, e.g., Twitter). Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement 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. Purchaser may give notice to V+L by contacting V+L at email@example.com. Notice is effective upon receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures and other forms of acceptance will be given the same effect and weight as original signatures.