VIBES + LOGIC
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. Reviewing and Accepting These General Terms
Please read these General Terms carefully, as they set out your rights and responsibilities when you use this Site as a User (the “Services”).
By agreeing to these General Terms, you hereby certify that you are a resident of the United States of America and at least the age of majority in your state of residence. If you do not agree to these General Terms, you must not access or use the Site.
We reserve the right to change or modify these General Terms at any time and in our sole discretion. You agree and understand that by accessing or using the Site following any change to these General Terms, you are agreeing to the revised General Terms and all of the terms incorporated therein by reference. We recommend that you review the General Terms each time you access the Site to ensure that you understand how the General Terms apply to your activities on the Site.
2. Connecting a Cryptocurrency Wallet is Required to Participate on the Site
When you connect your cryptocurrency wallet to the Site using a trusted service provider of your choice, such as MetaMask or FortMatic (“Wallet”), you accept and agree to be bound and abide by these General Terms and all of the terms incorporated herein by reference.
You acknowledge and agree that by linking your Wallet, you are solely responsible for maintaining the security of your Wallet and your control over any Wallet-related authentication credentials, private or public cryptocurrency keys, NFTs or cryptocurrencies that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties could result in the loss or theft of Vibes + Logic NFTs, your Backpack or VL Tokens and/or funds held in your Wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of your Wallet or for any unauthorized access to or use of your Wallet. If you notice any unauthorized or suspicious activity in your Wallet that seems to be related to this Site, please notify us immediately.
3. Ownership of Site Content
Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, Our logos, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Site Content”) are the property of the Company or our affiliates, licensors, or users, as applicable. The Company logo and any Company product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of the Company or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may not use any Site Content or link to the Site without our prior written permission. You may not use framing techniques to enclose any Site Content without our express written consent. In addition, the look and feel of the Site Content, including without limitation, all page headers, videos, styling, animation, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of the Company and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
4. Artists and Owners
Only Artists and Owners approved by the Company, at its sole and subjective discretion, are able to create and sell Vibes + Logic NFTs. Music minted and sold as an Vibes + Logic NFTs on this Site includes, but is not limited to: music, lyrics, beats, animations, audio, photographs, video, user interfaces, interactions, interactive experiences, 3D works, GIFS, and other creative digital works that incorporate music. The Company has unilateral discretion in approving the Artists and Owners that sell Vibes + Logic NFTs on this Site and makes no guarantees or promises that any Artists or Owners will be approved. Even if an Artist or Owner was previously approved, there is no guarantee that such Artist or Owner will always be approved.
5. Music and Ownership
All music and lyrics (“Music”, “Works”, or “Creations”) available through Vibes + Logic NFTs belong to one or more of the Company’s approved Artists or Owners. Artists or Owners have represented to the Company that their Vibes + Logic NFTs are based on their original Music. The Company makes no representation or warranty as to the originality of the Works. All content created by the Company (“Vibes” and “Vibes Mixes”) are the exclusive property of the Company.
6. Creating Vibes + Logic NFTs
To create an Vibes + Logic NFT, Artists or Owners must negotiate and enter into a license agreement with the Company and, provide information about the Music, authenticate the Music, initiate a request to mint the Music into a Vibes + Logic NFT (if applicable) and create an accurate listing for the sale or auction of the Vibes + Logic NFT. Vibes + Logic NFTs are forever tracked and stored on the Ethereum blockchain (or derivatives thereof as the case may be), providing the purchaser of a Vibes + Logic NFT with a permanent record of authenticity and ownership.
7. Terms of Sale
When you bid on or purchase a Vibes + Logic NFT, you agree that you are submitting a binding offer to purchase a Vibes + Logic NFT or other Service from the Artist, Owner or Fan posting the Vibes + Logic NFTs on the Site. Please take care to review what Royalty (defined below) may apply to any Vibes + Logic NFT you purchase from this Site. No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
You also acknowledge and agree that the Vibes + Logic NFT may carry a smart contract that designates a certain percentage of every subsequent sale of a Vibes + Logic NFT to go back to the Artist, Owner, and/or the Company, or other third party (“Royalty”). For example, if you sell an Vibes + Logic NFT for $100 to a subsequent purchaser and the designated Royalty is 10% to the Artist, then $10 will automatically be transferred to the Artist and you will receive $90. The party designated as being the Royalty recipient in the listing on the Site has the right collect Royalties for Vibes + Logic NFT sales in perpetuity and may use those funds in any way the Royalty recipient sees fit.
As such, if you sell a Vibes + Logic NFT on a third-party NFT marketplace, you agree to include a statement substantially similar to the following in the description of the NFT:
10% Artist Royalty Applies.
In addition, please be aware that when you buy or sell Vibes + Logic NFTs on this Site, you may incur and agree to pay all applicable fees associated with the transaction.
8. Vibes + Logic Auctions
As a digital music experience marketplace, the Company has enabled the ability to buy and sell Vibes + Logic NFTs by auction. Users participating in auctions understand, acknowledge, and accept the related risks.
In a Scheduled Auction, the Artist or Owner establishes a specific start and end time for the auction to go live. Artists or Owners may optionally include a starting price. As long as the starting price is met, then the Vibes + Logic NFT will be sold. Works without a starting price will be sold to the highest bidder, regardless of the amount of that highest bid. Scheduled Auctions may be cancelled prior to the start of the auction, but once the auction begins, it cannot be stopped, cancelled, or undone. Artists or Owners who initiate Scheduled Auctions should be prepared to sell their works at the starting price, or at any price if no starting price is established.
In a Reserve Auction, an auction for an Vibes + Logic NFT is configured to automatically go live once a bid is received that is equal or greater to a public reserve price established by the Artist or Owner. Once the reserve price is met, the auction will then continue to run for approximately 24-hours, or the duration set by the Artist or Owner, which may be shorter or longer. The winner of the Reserve Auction is the highest bidder at the end of the Reserve Auction period.
Timed Auction Features May Be Subject to Error
Blockchain timing is not exact and so auctions related to Vibes + Logic NFTs may also have inexact timing. Participants should get their bids in as early as possible to ensure that they are processed before the close of the Auction.
Once you have connected your Wallet to the Site, you will be able to begin collecting Vibes + Logic NFTs, interact with the community and attend performances and events, all of which can be recorded and stored in your Backpack.
10. Earning VL Tokens
Please watch this space for more information regarding how you can earn and use VL Tokens, including Luminosity and other tokens developed by Vibes + Logic NFT and Vibes + Logic.
11. Intellectual Property
Other than Site Content, all other Works, trademarks, product names, and logos on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable owner. Without limiting the foregoing, if you believe that third-party material hosted on the Site infringes your copyrights, please file a notice of copyright infringement through our DMCA notification process described in Section 12 below.
We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site Content. In return, you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity; not to engage in any other activity or behavior that poses a threat to the Company, e.g., by distributing a virus or other harmful code, or through unauthorized access to the Site or other users’ cryptocurrency wallets and not to interfere with other users’ access to or use of the Services.
You also agree not to (a) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Site Content; (b) modify or create derivative works from the Site Content, or any portion thereof; (c) use any data mining, robots, or similar data gathering or extraction methods on the Site Content; (d) download any portion of the Site Content, other than for purposes of page caching, except as expressly permitted by us.
With respect to the Vibes + Logic NFTs, each purchaser of a Vibes + Logic NFT is granted an exclusive, limited license to such Vibes + Logic NFT and its content to access, use, or store such Vibes + Logic NFT and its content solely for their personal, non-commercial purposes (unless otherwise stated in the Vibes + Logic NFT). Vibes + Logic NFTs are a limited-edition digital creation based upon Works that may be trademarked and/or copyrighted by the Company or Artists or Owners. Unless otherwise specified, your purchase of a Vibes + Logic NFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the Vibes + Logic NFT or its content for any commercial purpose. You further agree that you are not receiving any copyright interest in the Vibes + Logic NFT or its content, and indeed, you agree that Company may sell, license, modify, display, broadcast and create derivative works based upon your Vibes + Logic NFT or its content. Any commercial exploitation of the Vibes + Logic NFT could subject you to claims of copyright infringement. If you sell a Vibes + Logic NFT through the Site, you agree that you will not have any claims against us for any breach of these General Terms by a purchaser. If you purchase a Vibes + Logic NFT on the Site, you hereby agree to hold us and the seller of such Vibes + Logic NFT harmless from and against any and all violations or breaches of these General Terms.
If you are unsure whether a contemplated use of the Site Content or a Vibes + Logic NFT and its content would violate these General Terms, please contact us at firstname.lastname@example.org.
12. Copyright Infringement Complaints Under the Digital Millennium Copyright Act
We respect the intellectual property rights of others, it is our policy to respond promptly to any claim that Site Content infringes the copyrights of any person. We will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (“DMCA”) and these General Terms, including removing or disabling access to Site Content or Vibes + Logic NFTs that are for sale or auction and that are claimed to be infringing and/or terminating accounts and access to the Site.
Filing a DMCA “Take Down” Notification
If you are a copyright owner or an agent thereof and believe that any Site Content or Vibes + Logic NFT for sale or auction on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. *Providing URLs in the body of your DMCA notification is the best way to help us locate content quickly
4. Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, and an electronic mail address at which you (the complaining party) may be contacted.
5. A statement that you (the complaining party) have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
7. **(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material.
Any person who knowingly materially misrepresents that Content or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.
Responding to an DMCA Notice with a Counter Notification
We will take reasonable steps to promptly inform Artists, Owners or Users if your content has been taken down upon receipt of an effective DMCA Infringement Take Down Notification. If you believe that the content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to mint and use the material, you may send us a Counter Notification containing the following information:
1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
3. A statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the U.S. district court in the state in which you reside (or the U.S. district court where our headquarters are located if your address is outside of the United States), and a statement that you will accept service of process from the person who provided notification of the alleged infringement to us.
You have ten (10) business days after receipt of a DMCA take-down Notice to send us an effective Counter Notification or the allegedly infringing material may not be restored.
Any person who knowingly materially misrepresents that material or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.
Where to Send a DMCA Request
You must submit your DMCA Take-Down Notices and Counter Notifications to us by email.
Email Address: DMCAnotices@vibesandlogic.com
If your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.
Company Has the Right to Remove Allegedly Infringing Content
Company reserves the right to remove any Site Content or Vibes + Logic NFT for auction or sale that allegedly infringes another person's copyright or trademark rights, thereby restricting access to or visibility of same on the Site. All transactions involving Vibes + Logic NFTs are conducted with the knowledge and assumption of the risk that the Vibes + Logic NFT may subsequently be removed from the Site as a consequence of a DMCA dispute or a User’s violation of these General Terms. The Company shall not be liable to a Fan, Artist or Owner of an Vibes + Logic NFT that was subsequently taken down by the Company pursuant to a valid DMCA Take-Down Notice or a determination of a User’s violation of these General Terms.
Company Has the Right to Terminate Repeat Infringers’ Accounts
User access to the Site, including minting privileges and access to the User’s account may be suspended or terminated if, under appropriate circumstances, the User is determined to be a repeat infringer. The Company also reserves the right to restrict a User’s account for reasons other than copyright infringement, such as, but not limited to, minting pornographic, obscene, or hateful content, or excessive or suspicious minting conduct. We may at any time, without prior notice and in our sole discretion, remove such material and/or terminate a User’s account for submitting such material in violation of these General Terms.
Infringers May Be Liable to Fans and Vibes + Logic
Artists and Owners expressly agree to refund to the Fan and/or Vibes + Logic the entire portion of payment received from the sale of an Vibes + Logic NFT that was subsequently removed from the Site pursuant to an effective DMCA request to which the Artist or Owner failed to timely submit an effective DMCA Counternotification. Vibes + Logic, under any circumstance, will not be held liable to any Fan or User for removing allegedly infringing works from the Site or otherwise fulfilling its legal obligations under the DMCA.
Agreement to Cooperate with Vibes + Logic
Artists, Owners, Fans, and all Users expressly agree to cooperate and timely respond to Vibes + Logic’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement.
We are not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that may apply to transactions on this Site. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, amounts due on this Site are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”). This means that Sales Taxes become your sole responsibility. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.
You agree and understand that we may modify part or all of this Site or the Services without notice, and that we may update these General Terms and any other document incorporated by reference therein at any time.
Please note the following risks in accessing, purchasing, selling or using Vibes + Logic NFTs: The price and liquidity of blockchain assets, including Vibes + Logic NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Vibes + Logic NFTs, 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 Vibes + Logic NFTs. Vibes + Logic NFTs are not legal tender and are not backed by any government. Transactions in Vibes + Logic NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in Vibes + Logic NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction. The value of Vibes + Logic NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Vibes + Logic NFTs, which may result in the potential for permanent and total loss of value of a particular Vibes + Logic NFT should the market for that Vibes + Logic NFT disappear.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding Vibes + Logic NFTs, including the suitability and appropriateness of, and investment strategies for, Vibes + Logic NFTs. You agree and understand that you access and use this Site at your own risk; however, this brief statement does not disclose all of the risks associated with Vibes + Logic NFTs and other digital assets. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Vibes + Logic NFTs, however caused.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY VIBES + LOGIC, THE SITE AND ANY SITE CONTENT CONTAINED THEREIN, AND ANY AND ALL VIBES + LOGIC NFTS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. VIBES + LOGIC (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL (A) MEET YOUR REQUIREMENTS; (B) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT SITE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THE WORKS ARE NON-INFRINGING.
WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND SITE CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE, SITE CONTENT, ANY VIBES + LOGIC NFTS LISTED ON OUR SITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF VIBES + LOGIC NFTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR VIBES + LOGIC NFTS.
VIBES + LOGIC NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT THE COMPANY OR ANY OF ITS AFFILIATES OR AGENTS CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY VIBES + LOGIC NFT .
We are not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., Wallet, smart contract), blockchains or any other features of the Vibes + Logic NFTs, or for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting Vibes + Logic NFTs including forks, technical node issues or any other issues having fund losses as a result.
Nothing in these General Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
18. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VIBES + LOGIC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, SITE CONTENT, THE SERVICES OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, SITE CONTENT, THE SERVICES OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF VIBES + LOGIC ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, SITE CONTENT, VIBES + LOGIC NFTS, OR ANY SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU HAVE PAID TO VIBES + LOGIC FOR THE SERVICES IN THE LAST TWELVE MONTHS OUT OF WHICH LIABILITY AROSE.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Vibes + Logic, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Vibes + Logic Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Site Content, or Vibes + Logic NFTs, (b) your violation of these General Terms, (c) your violation of the rights of a third party, including another user and (d) your failure to pay any Taxes or Sales Taxes in connection with your transactions on this Site or to provide us with a properly executed tax form described in Section 13. You agree to promptly notify us of any third party Claims and cooperate with the Vibes + Logic Parties in defending such Claims. You further agree that the Vibes + Logic Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
20. Governing Law and Forum
These General 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 21 “Disputes and Arbitration Agreement,” 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.
21. Disputes and Arbitration Agreement
Carefully read the following 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.
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 Vibes + Logic NFTs, 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).
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 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.
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 General 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.
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 21. 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.
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.
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 email@example.com. 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.
Severability. Except as provided herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Vibes + Logic.
Modification. Notwithstanding any provision in these General 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.
If any term, clause, or provision of these General Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these General Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these General Terms.
23. Entire Agreement