Battle.town Terms of Mission/Master Official Rules

Last Updated: September 13th, 2022

PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR PARTICIPATION IN BATTLE.TOWN.

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 17.

INTRODUCTION

WENEW, Inc. (“WENEW”, “we,” “us,” and “our”) offers Battle.town platform (this “Battle.town”), which is a community driven game that offers eligible individuals an opportunity to participate in online missions, competitions and tournaments (each a, “Mission”), subject to compliance with the terms and conditions set forth in this Battle.town Terms of Mission/Master Official Rules.

By accessing or participating in Battle.town, you accept and agree to be legally bound by the WENEW Labs Terms of Servicehttps://www.wenewlabs.xyz/terms-of-service and the 10KTF Terms and Conditionshttps://10ktf.com/terms, as applicable. Battle.town Terms of Mission/Master Official Rules, WENEW Labs Terms of Service , and 10KTF Terms and Conditions are collectively referred to as “Terms.” It’s important that you review these Terms regularly. We may impose limits on certain features, activities, promotions or services and may restrict, suspend, terminate your access to Battle.town, in whole or in part, at any time as necessary for our compliance standards, with or without prior notice and without liability. Each time you access and/or use Battle.town, you agree to be bound by and comply with these Terms and any Additional Terms (defined below). If you do not agree to these Terms, please do not participate in Battle.town.

1.Additional Terms. In some instances, both these Terms and separate guidelines, rules, or terms of service, setting forth additional or different terms and/or conditions will apply to your use of Battle.town (in each such instance, and collectively, “Additional Terms”). For example, in addition to these Terms, for any specific Mission we may offer as part of Battle.town, we will include a description of how you can win the prize in each Mission (referred to as the “Initial Rules”), which will be posted in Battle.town during the applicable Mission period and which will govern Participants’ participation, and our execution, of each such Mission. The Initial Rules are incorporated into these Terms by this reference. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

2.Privacy Policy. Please review our Privacy Policy, which also governs your use of Battle.town, for information on how we collect, use and share your information, available herehttps://www.wenewlabs.xyz/privacy-policy.

3.Eligibility. To participate in Battle.town, you must:

(a)

be a natural person who is at least the age of majority or older, and who is personally assigned to the email address submitted during your Account (defined below) registration;

(b)

are eligible to link your Digital Wallet (as defined by the 10KTF Terms) to your Account; and

(c)

at all times abide by these Terms.

You acknowledge that various rules, regulations and laws addressing contests, and tournaments with entry fees and/or prizes govern your participation in Missions (“Applicable Laws”), and that Applicable Laws vary. We reserve the right (but have no obligation) to monitor the location from which you access the Missions, and we may immediately block access from any jurisdiction in the United States or globally in our sole discretion. You are solely responsible for your compliance with all Applicable Laws. SERVICES AND COMPETITIONS ARE VOID WHERE PROHIBITED BY APPLICABLE LAWS. Your participation in Missions is at your own risk, and you agree not to hold us responsible or liable if Applicable Laws restrict or prohibit your access or participation.

4.Registration and Accounts. In order to participate in Missions, you may first register for an Account (the “Account”) through our sign-up registration process. Individuals who sign-up for the Missions and receive an Account are referred to in these Terms as, “Users.”

If you register for any feature that requires a password and/or username (which we make available from time to time), then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree that:

(a)

You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion;

(b)

You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete;

(c)

You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity;

(d)

You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device (defined below) so that others may not access any password protected portion of the Missions using your name, username, or password;

(e)

You will immediately notify us of any unauthorized use of your Account, password, or username, or any other breach of security; and

(f)

You will not sell, transfer, or assign your User Account or any account rights, including, without limitation, digital trophies, virtual currency or virtual goods. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your Account.

We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability. You represent and warrant to us that: (i) you have the right, authority, and capacity to agree to these Terms, to register for a User Account, and to participate in those Missions for which you register, including, without limitation meeting the eligibility requirements set forth in Section 1 above; and (ii) you will comply with these Terms when participating in Missions, receiving services, and/or using the Missions, and failure to comply may result, without limitation, in immediate termination of your User Account and forfeiture of any prizes.

You may establish only 1 Account per person to participate in the Missions. In the event WENEW discovers that you have opened more than 1 Account per person, in addition to any other rights that we may have, we reserve the right to suspend or terminate any or all of your Accounts and terminate, withhold or revoke the awarding of any Prizes.

5.Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Missions (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

6.DISCLAIMERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR PARTICIPATING IN ANY COMPETITION OFFERED BY OUR DEVELOPER PARTNERS OR USE OF SERVICES, NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH US HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATIONS OR WARRANTIES.

7.Missions.

(a)Missions. Each Mission will include a description of how you win rewards (if applicable). Missions require eligible non-fungible tokens (“NFTs”) to participate. You must register and complete the entry process to participate in a Mission. Missions offered through the Missions are skill based gaming environments. Winners are determined by the specific criteria described in the Mission Initial Rules. Following the Mission, the prize winners will be identified.

(b)Entry. To participate in a Mission, you must hold an eligible NFT that will serve as your profile picture (or “PFP”). The list of eligible NFTs will be communicated during registration in the Additional Terms. One or more NFTs can be used in in each specific Mission consistent with the Initial Rules. The same NFT cannot compose two different Missions. You can participate in as many Missions as you can based on the number of NFTs you hold.

(c)Entry Period. The period during which Users may participate may vary depending on the duration of the Mission. The Entry period in a given Mission is always specified in advance on the Website and materialized by a countdown. You can access the "Wagmi-san’s arena” to start a Mission during the Entry period. When the Entry period ends, your NFTs are locked up for the duration of the Mission. You can leave the Mission at any time but will forfeit any rewards.

(d)Linking Wallet. You may link your Digital Wallet in connection with your participation in a Mission. Information on how to link eligible NFTs to and from your Digital Wallet from and to a Mission is provided in the Initial Rules and the 10KTF Terms and Conditions.

(e)Mission Statistics and Live Scoring. To the extent that we offer ‘live’ statistics during gameplay, all ‘live’ statistics and other information provided through the Missions and related information sources are unofficial. Live gaming statistics and their respective components are offered for informational and/or entertainment purposes only. While we and the third parties used to provide the Missions made available through the Program endeavor to include accurate and up-to-date information, neither WENEW nor its third party providers warrant or make any representations of any kind with respect to the information provided through the website and related information sources. WENEW and its third party service providers shall not be responsible or liable for the accuracy, usefulness, or availability of any information transmitted or made available via the Missions and website and related information sources, and shall not be responsible or liable for any error or omissions in that information.

(f)Rewards and Bonuses. At the conclusion of each Mission, you will be eligible to claim a reward (“Reward”) up to thirty days thereafter, except in circumstances where technical failure, inability of WENEW to verify your compliance with these Terms, or other reasons prevent such timely Reward allocation. Rewards are listed in the Initial Rules. Rewards won are added to the winning users Account balance only when the winning user successfully claims the Reward. Rewards are non-transferable within the Missions to other users.

(g)Rewards. If you are eligible to receive a Reward, we may require that you provide proof that you are, or were at the time of your participation in the subject Mission, eligible to participate in accordance with these Terms and that your participation was in accordance with these Terms. If you do not provide such proof to us or other applicable partners’ reasonable satisfaction, then you will not receive the relevant Rewards. If you receive a Reward in error, we may reverse or require return of the payment. You agree to cooperate with our efforts to do this.

(h)Taxes. The winners will be solely responsible for all international, federal, state and/or local taxes, and for any other fees or costs associated with the prize they receive. We reserve the right to withhold and/or deduct such taxes and charges from the prize if and to the extent required by Applicable Law. You will provide us any information we may require to file informational tax returns with respect to any prizes awarded to you. You agree to promptly pay for any taxes incurred resulting from your receipt of any prizes.

8.Fees and Payments.

(a)Fee. . At present, WENEW does not charge Users a fee for use of the Missions and certain Missions. Fees are subject to change at WENEW’s discretion and without notice. Please review of the Additional Terms for more information as WENEW will generally post any updates in the Additional Terms.

9.Your Content.

(a)Posting Content. Our Missions may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Missions is referred to as “User Content”. WENEW does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

(b)Permissions to Your User Content. By making any User Content available through the Missions you hereby grant to WENEW a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Missions.

(c)Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Missions, nor any use of your User Content by WENEW on or through the Missions will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(d)Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Missions. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

(e)WENEW’s Intellectual Property. We may make available through the Missions content that is subject to intellectual property rights. We retain all rights to that content.

10.Rights and Terms for Apps.

(a)App License. If you comply with these Terms, WENEW grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

(b)Additional Information: Apple App Store. This Section 8(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not 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; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

11.General Prohibitions and WENEW’s Enforcement Rights. You agree not to do any of the following:

(a)Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

(b)Use, display, mirror or frame the Missions or any individual element within the Missions, WENEW’s name, any WENEW trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without WENEW’s express written consent;

(c)Access, tamper with, or use non-public areas of the Missions, WENEW’s computer systems, or the technical delivery systems of WENEW’s providers;

(d)Attempt to probe, scan or test the vulnerability of any WENEW system or network or breach any security or authentication measures;

(e)Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by WENEW or any of WENEW’s providers or any other third party (including another user) to protect the Missions;

(f)Attempt to access or search the Missions or download content from the Missions using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by WENEW or other generally available third-party web browsers;

(g)Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

(h)Use any meta tags or other hidden text or metadata utilizing a WENEW trademark, logo URL or product name without WENEW’s express written consent;

(i)Use the Missions, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

(j)Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Missions to send altered, deceptive or false source-identifying information;

(k)Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Missions;

(l)Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Missions;

(m)Collect or store any personally identifiable information from the Missions from other users of the Missions without their express permission;

(n)Impersonate or misrepresent your affiliation with any person or entity;

(o)Violate any applicable law or regulation; or

(p)Encourage or enable any other individual to do any of the foregoing.

WENEW is not obligated to monitor access to or use of the Missions or to review or edit any content. However, we have the right to do so for the purpose of operating the Missions, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Missions. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

By entering a Mission, Users agree to be bound by these rules and our decisions, which shall be final and binding in all respects. We may, at our sole discretion, disqualify any User from a Mission, refuse to award benefits or prizes and require the return of any prizes, if the User engages in conduct or otherwise utilizes any information we deem to be improper, unfair or otherwise adverse to the operation of the Mission or is in any way detrimental to other User. These Terms prohibit entering a Mission if the entrant is:

  • Falsifying personal information required to enter a Mission or claim a prize or Reward;
  • Engaging in any type of financial fraud including unauthorized use of credit instruments to enter a Mission or claim a prize or Reward;
  • Colluding with any other individual(s) or engaging in any type of syndicate play;
  • Any violation of Mission Initial Rules or these Terms;
  • Using a single User Account to participate in a Mission on behalf of multiple entrants or otherwise collaborating with others to participate in any Mission;
  • Using automated means (including, but not limited to, harvesting bots, robots, parser, spiders or screen scrapers) to obtain, collect or access any information on the website or of any User for any purpose;
  • Any type of bonus abuse, abuse of the refer-a-friend program, or abuse of any other offers or promotions;
  • Tampering with the administration of a Mission or trying to in any way tamper with the computer programs or any security measure associated with a Mission;
  • Obtaining other entrants information and spamming other entrants; or
  • Abusing the Missions in any way. Users further acknowledge that the forfeiture and/or return of any prize shall in no way prevent us from pursuing criminal or civil proceedings in connection with such conduct.
  • 12.Compliance.

    (a)Due Diligence. All Users are subject to a due diligence process and record keeping requirements.

    (b)Duplicate/Multiple Accounts. Many Users wish to operate parallel accounts. Notwithstanding this activity, we must be able to identify, and associate ‘linked’ accounts that may belong or be under the control of the same person.

    (c)Additional Compliance Requirement. We apply a risk-sensitive basis for identifying activity that may indicate fraud, or other activities that we reasonably suspect will harm the platform or Mission gameplay.

    13.Digital Millennium Copyright Claims.

    1. Third Party Rights. WENEW respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Platform to do the same. Infringing activity will not be tolerated on or through the Platform.
    2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Platform, you may contact our Designated Agent at the following address:
      Wenew, Inc.
      Attn: Copyright Compliance
      332 S Avenue 17, Los Angeles, CA 90031
      Email: [email protected]
    3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Platform has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
      1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
      2. a description of the copyrighted work or other intellectual property right that you claim has been infringed;
      3. a description of the material that you claim is infringing and where it is located on the Platform;
      4. your address, telephone number, and email address;
      5. a statement by you that you have a good faith belief that the use of the materials on the Platform of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
      6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner's behalf.
      Your Notification of Claimed Infringement may be shared by WENEW with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to WENEW making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
    4. Repeat Infringers. WENEW's policy is to: (a) remove or disable access to material that WENEW believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Platform; and (b) to disable and block smart contract access to (and, in the event that WENEW establishes user accounts, to terminate the accounts of and block access to) the Platform by any user who repeatedly or egregiously infringes other people's copyright or other intellectual property rights.
    5. Counter Notification. If you receive a notification from WENEW that material made available by you on or through the Platform has been the subject of a Notification of Claimed Infringement, then you will have the right to provide WENEW with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to WENEW's Designated Agent through one of the methods identified in Section 5.B, and include substantially 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 access to it was disabled;
      3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
      4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which WENEW may be found, and that you will accept service of process from the person who provided notification under Section 5.B above or an agent of that person.
      A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act.
    6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to WENEW in response to a Notification of Claimed Infringement, then WENEW will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that WENEW will replace the removed content or cease disabling access to it in 10 business days, and WENEW will replace the removed content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless WENEW's Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on WENEW's system or network.
    7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [WENEW] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” WENEW reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

    14.Third Party Providers. The Missions may allow you to access third-party websites or other resources. These include third party blockchain protocols and/or cryptocurrency that is leveraged to facilitate Rewards allocations. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

    15.Termination. We may suspend or terminate your access to and use of the Missions, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you.

    16.Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IWENEWIED 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. We make no warranty that the Missions will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Missions.

    17.Indemnity. You will indemnify and hold WENEW and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Missions, (b) your User Content, or (c) your violation of these Terms.

    18.Limitation of Liability.

    (a)TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CLIENT NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEWENEWARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLIENT 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 THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL CLIENT’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO CLIENT FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CLIENT, AS APPLICABLE.

    (c)THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLIENT AND YOU.

    19.Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and WENEW are not required to arbitrate will be the state and federal courts located in Delaware, and you and WENEW each waive any objection to jurisdiction and venue in such courts.

    20.Dispute Resolution.

    (a)Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Missions (collectively, “Disputes”) will be resolvedsolely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and WENEW agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and WENEW are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

    (b)Exceptions. As limited exceptions to Section 17(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

    (c)Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available atwww.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration atwww.adr.org.

    Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

    (d)Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

    (e)Injunctive and Declaratory Relief. Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

    (f)Class Action Waiver. YOU AND CLIENT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

    (g)Severability. With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

    21.General Terms.

    (a)Reservation of Rights. WENEW and its licensors exclusively own all right, title and interest in and to the Missions, including all associated intellectual property rights. You acknowledge that the Missions are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Missions.

    (b)Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between WENEW and you regarding the Missions, and these Terms supersede and replace all prior oral or written understandings or agreements between WENEW and you regarding the Missions. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without WENEW’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. WENEW may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

    (c)Notices. Any notices or other communications provided by WENEW under these Terms will be given: (i) via email; or (ii) by posting to the Missions. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

    (d)Waiver of Rights. WENEW’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of WENEW. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

    22.Contact Information. If you have any questions about these Terms or the Missions, please contact WENEW at[email protected].



    Disclosures