July 2023 – Sundown Festival NFT

Hello world!

Posted on July 24, 2023 by admin

Welcome to WordPress. This is your first post. Edit or delete it, then start writing!

LoudPunx Terms of Use Last revised: September 28, 2022 ROLLING LOUD, LLC (“ROLLING LOUD,” “we,” “us,” or “our”) provides its services (described below) and related content and functionality to you (“you” or “User”) through its websites, platform, and Smart Contracts (defined below) for LoudPunx located at loudpunx.com (the “Site”), subject to these Terms of Use (which may modify, add, remove, supplement, amend, update or revise any of these terms and conditions, without advanced notification to you (collectively, “Revise” or “Revision(s)”) by posting such Revisions on our website, loudpunx.com , which Revisions shall become effective immediately and, at our option, relate back to the original minting date, the “Terms”). For the avoidance of doubt, the term “you” shall be deemed to include, among others, the individual who will be holding the LoudPunx NFT (as defined below) and the original purchaser of the LoudPunx NFT (as defined below). The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Site are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by you. These terms govern your access to and use of this Site, as well as all content, functionality, and services offered on or through the Site, including Perks (as defined below) (all of the foregoing, collectively, the “Services”), and LoudPunx NFTs (defined below). By signing up for an account on the Site, connecting your cryptocurrency wallet (e.g., MetaMask or WalletConnect) to the Services, or otherwise using or accessing the Services, Perks or any LoudPunx NFTs, you acknowledge that you have read and agree to these Terms. By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site or any other Services. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ROLLING LOUD ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Site user interface, in an email notification or through other reasonable means. Any such changes will become effective when posted, unless a different date is indicated by us. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Use. SMART CONTRACT ENABLED Each LoudPunx NFT (a “LoudPunx NFT”) is a non-fungible Ethereum-based token (“NFT”) that uses smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all LoudPunx NFTs are outside of the control of any one party, including ROLLING LOUD, and are subject to many risks and uncertainties. ROLLING LOUD neither owns nor controls MetaMask, WalletConnect, the Ethereum network, your browser, or any other third party site, product, or service (including third party wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, or sell LoudPunx NFTs (“Transaction”), and that, except with respect to transferring control of a LoudPunx NFT to the initial purchaser through the Services (“Initial Purchaser”), ROLLING LOUD has no responsibility with respect to any Transaction. ROLLING LOUD will not be liable for the acts or omissions of any third parties, nor will ROLLING LOUD be liable for any damage that you may suffer as a result of your Transactions or any other interaction with any third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of the LoudPunx NFT to the Initial Purchaser and except to the extent otherwise set forth in, ROLLING LOUD has no control over the transfer, storage, ownership or maintenance of the LoudPunx NFT. ART AND MODIFICATIONS Each LoudPunx NFT combines an NFT with some form of art, design, drawing, fictional character, illustration, image, vector, video, 3D asset, template asset or other pictorial or graphic work (“Art”). Modifications to the Art means any designs that: (1) are intended for use as extensions or overlays to the Art; (2) do not modify the underlying Art; and (3) can be removed at any time without effecting the underlying art ("Modifications"). CHANGES TO THE SERVICES ROLLING LOUD reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that ROLLING LOUD will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, including in relation to any LoudPunx NFT. PERKS As a holder of a LoudPunx NFT, you may receive special perks, experiences, or opportunities as determined by ROLLING LOUD in its sole discretion (collectively and individually, “Perks”) after the LoudPunx NFTs are first made available for sale (i.e., dropped) by ROLLING LOUD. ROLLING LOUD does not make any representation, warranty or guarantee that any you will receive any Perks or achieve any particular outcome as a result of owning any LoudPunx NFT. ROLLING LOUD reserves the right, at its sole discretion, to restrict, limit, change, or deny any Perks to you, including to limit the period of time when a Perk is available, at any time. Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and ROLLING LOUD makes no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning a LoudPunx NFT. To the extent that the Perks include having the LoudPunx NFT operate as a valid license to allow User to enter into an event and venue (an “Event”), the following terms shall apply. ROLLING LOUD shall determine the Events to which you are entitled to enter at ROLLING LOUD’s sole and absolute discretion. At all times when you are accessing an Event, you agree to comply with all of the Rolling Loud’s or the applicable Event venue’s applicable rules, policies, terms, and conditions. In the event of any inconsistency or conflict between the terms stated herein and the terms contained in the applicable ticketing agency’s terms of use/sale, the terms stated herein shall control. As a condition to gain access to and attend the Event and attend the Event, you represent and warrant that you are 18 years of age or older on the date and time that the Event begins. A valid government issued photo identification of you (“ID”) WILL be required at the Event gates in order to gain entry into the Event. You represent and warrant that the information provided on the ID presented by them is valid, true, and correct. ROLLING LOUD (or the applicable event organizer) reserves the right, without the obligation to refund any portion of the LoudPunx NFT purchase price, to refuse entry to the Event to any person who is not at least 18 years of age on the date of the commencement of the Event. Additionally, as a condition to gain access to and attend the Event, you hereby affirmatively, knowingly and voluntarily consents to ROLLING LOUD swiping your ID at the Event gates to verify, collect, store and use such personal information for any lawful purpose (collectively “Swipe”), including your photo, legal name, date of birth, sex, address of record, telephone number and any other personal information obtained on your ID. ROLLING LOUD assumes no legal, financial, or other liability whatsoever for any lost, stolen or destroyed LoudPunx NFTs and you assume 100% risk of loss relating thereto. If you obtain a LoudPunx NFT from any unauthorized source(s), you assume all risks associated with such LoudPunx NFT, including that such may be counterfeit. The unlawful or prohibited resale or attempted resale of tickets is grounds for seizure of all or some of your rights and cancellation of your license without compensation to you. ROLLING LOUD may, in its sole and absolute discretion, cancel or relocate seating on an order for accessible seating that ROLLING LOUD believes to be fraudulent. Your LoudPunx NFT may not be used for advertising, promotion (including, but not limited to, contests, sweepstakes, games and/or any other promotions), or other trade purposes without the express written consent of ROLLING LOUD. ROLLING LOUD also reserves the right to investigate orders suspected to be in violation of these Terms and shall be the sole and final arbiter regarding violations or potential violations hereunder. You hereby assumes any and all risks, whether or not expressly set forth herein, as well as any risks or dangers incidental to, or in any way relating to the Event, the purchase of tickets hereunder or use of the Site, including those arising from, or relating to, the acts or omissions of third parties (including artists, Event attendees, venue owners or landlords, operators, staff, employees or agents; or Event organizer, its affiliates, subsidiaries, officers, directors, employees, members, partners, agents or designees), including risk of loss or damage to your personal property and risks of personal injury. ROLLING LOUD and its respective Indemnitees (as defined below), designees, successors or assigns shall not be held responsible, legally, financially or otherwise, (i) for any personal property that is left, lost, stolen, destroyed, confiscated, damaged or misplaced anywhere in the Event or at Event access/entry points, and (ii) for personal injuries sustained by you arising from, or relating to, the following non-exhaustive list: extremely loud sounds and special effects, such as flashing lights, sudden crowd movements or so-called “most pits” whether occurring prior to, during, or after the Event. rapidly changing or alternating images, the use of fog, haze or smoke with theatrical stage lighting, fighting, pushing, laser projections, strobe lights and fireworks, whether such injuries or manifestation of such injuries occur during or subsequent to the Event. You assume all risks and danger incidental to the event for which this ticket was issued, including any injury arising from any sudden crowd movements or so-called “most pits” whether occurring prior to, during, or after the event, and holder voluntarily agrees that the management, venue/facility, artist(s) performing, participants, participating clubs, ROLLING LOUD, Insomniac Holdings, LLC, Live Nation Worldwide, Inc. and all of their respective parents, subsidiaries, affiliates, and their respective officers, directors, owners, employees, agents and representatives are expressly released from any claims arising from such causes. THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ROLLING LOUD GRANTS THIS LICENSE TO ENTER AN EVENT ON AN “AS IS” BASIS AND GRANTS THIS LICENSE TO PURCHASE TICKETS ON AN “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE AVAILABILITY OF TICKETS, THE PURCHASE OF TICKETS, THE EVENT, THE VENUE, OR THE ARTISTS. Your LoudPunx NFT is not redeemable for cash. To the extent that an Event is cancelled, postponed or rescheduled for any reason, including, but not limited to events not within ROLLING LOUD’s or the event organizer’s control, governmental acts, acts of God, riots, production delays, strikes, natural disasters, inclement weather (regardless of severity), or inaccessibility or unavailability of the Event, you should not be entitled to a refund. Delayed Event gate openings and/or your inability to access any parts of the Event due to federal, state, municipal or other code regulations, ROLLING LOUD’s policy(ies), emergency and/or partial or complete Event or stage shutdown or evacuation, performance or Event delays and inclement weather shall not entitle you (or you as holder of the ticket) to refunds or future credits. Under no circumstances shall you be entitled to any type of refund or exchange due to weather or governmental acts. If ROLLING LOUD elects to reschedule the Event for a future date, you shall not be entitled to a refund. Under no circumstances shall you be entitled to a refund of any shipping, handling or other processing and service fees. At all times prior to the Event, ROLLING LOUD reserves all rights to cancel or postpone the Event or to change the Event venue, artist lineup, times and dates of the Event, or other Event details without prior notice to you. ROLLING LOUD shall not be responsible for any exchange rate losses to you during the order or refund process or any travel or accomodation expenses. ALL TICKET SALES ARE FINAL. Most Events shall be “Rain or Shine” and “Standing Room Only.” ROLLING LOUD may revoke this license at any time without additional notification or compensation to you, including denying you access to the Event. CONNECTING YOUR WALLET In order to access and use the Services, including to engage in a Transaction, you must have and connect your digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed on the Services (“Wallet”). Wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. When you link your Wallet, you understand and agree that you are solely responsible for maintaining the security of your Wallet and your control over any wallet-related authentication credentials, including any seed phrase or private cryptocurrency keys, as well as 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 LoudPunx NFTs and/or other assets held in your Wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). ROLLING LOUD is not responsible for managing and maintaining the security of your Wallet. ROLLING LOUD has no responsibility or liability to you for any unauthorized access to or use of your Wallet or if you are unable to locate your credentials. SALE OF LOUNDPUNX NFT When each LoudPunx NFT is sold for the first time, the agreement for sale is between ROLLING LOUD and the Initial Purchaser. If the Initial Purchaser decides to sell a LoudPunx NFT (“Secondary Sale”), then ROLLING LOUD is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale. By placing an order on the Site or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase a LoudPunx NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize ROLLING LOUD to automatically charge and collect such fees from your payment instrument or Wallet. If you are an Initial Purchaser, then all amounts due are to be paid to ROLLING LOUD. If you are not the Initial Purchaser of a LoudPunx NFT, then amounts may be paid to the seller of such LoudPunx NFT. You acknowledge and agree that ROLLING LOUD is entitled to receive 5% of every Secondary Sale of a LoudPunx NFT (“Royalty” or, collectively, “Royalties”). ROLLING LOUD has the right to collect Royalties for ROLLING LOUD sales in perpetuity. As such, if you sell a LoudPunx NFT, including on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT: “5% Royalty Applies. By purchasing a LoudPunx NFT, you agree to the Terms of Use located at https://www.loudpunx.com/terms.” No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law. You acknowledge and agree that Rolling Loud has the right to make Revisions to the Royalty rate and you shall be subject to it and include a revised statement reflecting the then-current Royalty rate at the time of the sSecondary Sale of a LoudPunx NFT. TAXES You are responsible for any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services, Perks or LoudPunx NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a LoudPunx NFT). ROLLING LOUD INTELLECTUAL PROPERTY RIGHTS You own a LoudPunx NFT if your ownership of the NFT is cryptographically verified on the Ethereum blockchain. As a LoudPunx NFT owner, you own the NFT-i.e. the digital token recorded on the blockchain-but you do not own the Art associated with the NFT. You acknowledge and agree that the Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by ROLLING LOUD, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited. ROLLING LOUD's name and logos, including the terms ROLLING LOUD, LOUDPUNX, PUNX, as well as the Alien Profiles, are trademarks and service marks of ROLLING LOUD (collectively the “ROLLING LOUD Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to ROLLING LOUD. All of these rights are expressly reserved in the name of ROLLING LOUD and/or its affiliates. Nothing in these Terms or the Services should be construed as granting or waiving, by implication, estoppel, or otherwise, any license or right to use any of ROLLING LOUD Trademarks or, other than the copyrights to the Art (as set forth below), any other intellectual property of ROLLING LOUD, without ROLLING LOUD's prior written permission in each instance. All rights in such intellectual property are reserved by ROLLING LOUD and/or its affiliates, and all goodwill generated from the use of ROLLING LOUD Trademarks will inure to our exclusive benefit. You are not permitted to use ROLLING LOUD Trademarks without express, written permission. You agree that you will not use or seek to register any ROLLING LOUD names, brands, ROLLING LOUD Trademarks or confusingly similar variations, or other trademark for any purpose without obtaining our prior written consent. Such approval shall be in ROLLING LOUD’s entire and sole discretion. Nonresponse to a request for such approval shall not be deemed an approval. LICENSE TO LOUNDPUNX NFT ART Subject to your continued compliance with these Terms, ROLLING LOUD grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art and its Modifications of your purchased and controlled LoudPunx NFT for your own personal non-commercialized use. Further, ROLLING LOUD grants you a limited, worldwide, non-exclusive, non-transferable license to use, copy and display the Art and its Modifications for the purpose of commercializing your own physical merchandise (i.e. clothing and physical art) and digital use (i.e. digital images and videos) ("Commercial Use"), provided that such Commercial Use does not result in you earning more than One Hundred Thousand US Dollars ($100,000 USD) in gross revenue each year. Any Commercial Use of the Art or its Modifications in digital images and videos must be explicitly approved in writing by ROLLING LOUD. If the Commercial Use of the Art and its Modifications results in more than One Hundred Thousand US Dollars ($100,000 USD) in gross revenue[ within one year], express written consent from ROLLING LOUD is required to continue the Commercial Use of the LoundPunx NFT, its associated Art and Modifications. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without ROLLING LOUD's express prior written consent in each case: (1) modify the Art of your purchased LoudPunx NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes and your Commericial Use of the Art and its Modifications will not constitute a prohibited modification hereunder; (2) use the Art and its Modifications to advertise, market or sell any third party product or service; (3) use the Art in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; or (4) otherwise utilize the Art and its Modifications for any third party's commercial benefit. The limited license granted in this Section applies to the extent that you continue to own and control the applicable LoudPunx NFT. If at any time you, sell, trade, donate, give away, transfer or otherwise dispose of your LoudPunx NFT for any reason, the license granted in this Section will immediately expire with respect to that LoudPunx NFT without the requirement of notice, and you will have no further rights in or to the Art for that LoudPunx NFT. NO PROFESSIONAL ADVICE; TRANSACTION RISKS The information on this Site and any information provided in connection with the Services or Perks are provided to LoudPunx NFT owners only and for information only and do not constitute, and should not be construed as, professional advice or a recommendation to purchase, sell, trade, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any purchase, sale, trade, or other transaction with respect to any digital asset. The information on this Site and any information provided in connection with the Services or Perks provided to LoudPunx NFT owners are provided solely on the basis that you will make your own transaction decisions, and ROLLING LOUD does not take account of any person's financial or other objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services or Perks provided to LoudPunx NFT owners shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional advice before making any transaction decision. Any decision that you make should be based on an assessment of your risks in consultation with your professional adviser(s). The digital assets about which information is provided on the Site and any information provided in connection with the Services or Perks provided to LoudPunx NFT owners are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result, it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Site, or any information provided in connection with the Services or Perks provided to LoudPunx NFT owners or to which you may independently have access. There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks. THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS OR SERVICES THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES OR PERKS FOR LOUNDPUNX NFT COLLECTORS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE, SELL, TRADE OR OTHERWISE TRANSACT IN A DIGITAL ASSET. RESTRICTIONS You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without ROLLING LOUD's express prior written consent in each case: • interfere with or disrupt the Services or servers or networks connected to the Services in any manner that could negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner; • violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to those of the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; • obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services; • use the Services to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein; or • use the Services or any LoudPunx NFT to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments. PRIVACY The ROLLING LOUD Privacy Policy is a part of these Terms. Please review the Privacy Policy, which also governs the Services and informs Users of our data collection practices. RISKS Please note the following risks in accessing, purchasing, selling or using LoudPunx NFTs: The price and liquidity of blockchain assets, including LoudPunx NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect LoudPunx 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 LoudPunx NFTs. LoudPunx NFTs are not legal tender and are not backed by any government. Transactions of LoudPunx NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions of LoudPunx 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 LoudPunx NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for LoudPunx NFTs, which may result in the potential for permanent and total loss of value of a particular LoudPunx NFT. 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 LoudPunx NFTs, including the suitability and appropriateness of, and investment strategies for, LoudPunx NFTs. You agree and understand that you access and use the Services, LoudPunx NFTs, Art, and Perks at your own risk; however, this brief statement does not disclose all of the risks associated with LoudPunx NFTs and other digital assets. You agree and understand that ROLLING LOUD will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using LoudPunx NFTs, however caused. DISCLAIMER OF WARRANTIES YOUR USE OF THE SERVICES, LOUNDPUNX NFTs, ART AND PERKS IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY ROLLING LOUD, THE SERVICES, PERKS, SERVICES CONTENT, AND ANY AND ALL LOUNDPUNX NFTs AND ART ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. ROLLING LOUD AND ITS AFFILIATES AND ITS AND EACH OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, REPRESENTATIVES, DIRECTORS AND AGENTS (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE SERVICES, LOUNDPUNX NFTS, ART OR PERKS WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES, LOUNDPUNX NFTS, ART OR PERKS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, LOUNDPUNX NFTS, ART OR PERKS WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES, LOUNDPUNX NFTS, ART OR PERKS, OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, LOUNDPUNX NFTS OR PERKS WILL MEET YOUR EXPECTATIONS. ROLLING LOUD AND ITS AFFILIATES AND ITS AND THEIR REPRESENTATIVES 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 SERVICES, LOUNDPUNX NFTs, ART OR PERKS. ROLLING LOUD DOES NOT REPRESENT OR WARRANT THAT SERVICES CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. LOUNDPUNX 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 ROLLING LOUD CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY LOUNDPUNX NFT. LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ROLLING LOUD OR ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES 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, THE SERVICES, SERVICES CONTENT, LOUNDPUNX NFTs, ART, PERKS 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 THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, THE SERVICES, SERVICES CONTENT, LOUNDPUNX NFT, ART, PERKS 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 ROLLING LOUD OR ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, THE SERVICES, SERVICES CONTENT, LOUNDPUNX NFT, ART OR PERKS EXCEED $100. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, LOUNDPUNX NFTs, ART OR PERKS OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” HEREIN ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. INDEMNIFICATION To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless ROLLING LOUD and its affiliates and its and their Representatives (collectively, the “Indemnitees”), 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, the Services, Services Content, LoudPunx NFTs, Art, Modifications, Commercial Use or Perks, (b) your violation of these Terms, (c) your violation of the rights of a third party, including another User; and an (d) Event. You agree to promptly notify ROLLING LOUD of any third party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to 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. TERMINATION RIGHTS You agree that ROLLING LOUD, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services or Perks and remove and discard any content within the Services, including the ability remove you from the LoudPunx NFT allow list, for any reason, including, without limitation, for lack of use or if ROLLING LOUD believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services or Perks may be referred to appropriate law enforcement authorities. ROLLING LOUD may also in its sole discretion and at any time discontinue providing the Services or Perks, or any part thereof, with or without notice. You agree that any termination of your access to the Services or Perks under any provision of these Terms may be effected without prior notice, and acknowledge and agree that ROLLING LOUD may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services or Perks. Further, you agree that ROLLING LOUD will not be liable to you or any third party for any termination of your access to the Services or Perks. IN NO EVENT WILL WE OR OUR EVENT ORGANIZERS, SUPPLIERS, ADVERTISERS, AND SPONSORS, BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, DIRECT, 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 SITE, THE CONTENT, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE, 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 SITE 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 OUR SITE, (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 OUR SITE, (e) ANY ERRORS, MISTAKES, INACCURACIES, OR OMISSIONS IN ANY CONTENT, OR (f) ANY LOST, STOLEN, OR DAMAGED TICKETS, OR THE FAILURE OF A VENUE TO HONOR A TICKET. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. 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 THE TERMS OR THE USE OF THE SITE WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. IN NO EVENT 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. DISPUTES WITH OTHER USERS OR COLLECTORS You agree that you are solely responsible for your interactions with any other Users and Collectors in connection with the Services, LoudPunx NFTs, Art or Perks, and ROLLING LOUD will have no liability or responsibility with respect thereto. ROLLING LOUD reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User or Collector. DISPUTE RESOLUTION BY BINDING ARBITRATION PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. Agreement to Arbitrate This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and ROLLING LOUD, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, LoudPunx NFTs, Art, Perks, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and ROLLING LOUD are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Prohibition of Class and Representative Actions and Non-Individualized Relief YOU AND ROLLING LOUD AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ROLLING LOUD AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. Pre-Arbitration Dispute Resolution ROLLING LOUD is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing ROLLING LOUD at cs@rollingloud.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to ROLLING LOUD should be sent to ROLLING LOUD, LLC , C/O CORPORATE CREATIONS NETWORK INC., 801 US HIGHWAY 1 NORTH PALM BEACH, FL 33408 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If ROLLING LOUD and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or ROLLING LOUD may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by ROLLING LOUD or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or ROLLING LOUD is entitled. Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's (“AAA”) rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless ROLLING LOUD and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, ROLLING LOUD agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Costs of Arbitration Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either ROLLING LOUD or you under the AAA Rules, ROLLING LOUD and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, ROLLING LOUD will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, ROLLING LOUD will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules. Confidentiality All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. Severability If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply. Future Changes to Arbitration Agreement Notwithstanding any provision in these Terms to the contrary, ROLLING LOUD agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Services, you may reject any such change by sending ROLLING LOUD written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms). NOTICE FOR CALIFORNIA USERS Under California Civil Code Section 1789.3, Users of the Services from California may be entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at ROLLING LOUD, LLC , C/O CORPORATE CREATIONS NETWORK INC., 801 US HIGHWAY 1 NORTH PALM BEACH, FL 33408. SEVERABILITY If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. ASSIGNABILITY You may not assign the Terms without the prior written consent of ROLLING LOUD, but ROLLING LOUD may assign or transfer these Terms, in whole or in part, without restriction. GOVERNING LAW These Terms will be governed by the laws of the State of Florida without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and ROLLING LOUD submit to the personal and exclusive jurisdiction of the state and federal courts located within Miami, Florida. MISCELLANEOUS These Terms constitute the entire agreement between you and ROLLING LOUD and govern your use of the Services, LoudPunx NFTs, Art, Modifications, Commercial Use and Perks, superseding any prior agreements between you and ROLLING LOUD with respect thereto. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. The failure of ROLLING LOUD to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, any LoudPunx NFT, Art, any Perks or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. ROLLING LOUD may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.