KLLD Terms and Conditions
Katy’s Love Lost Dolls Terms and Conditions (“T&C”)
Katy’s Love Lost Dolls is a distributed application that runs on the Ethereum network, using uniquely
coded smart contracts (“Smart Contracts” and each, a “Smart Contract”) that allow users to acquire, buy,
sell, own, and transfer the unique non-fungible token (“NFT”) digital characters known as Katy’s Love Lost
Dolls (“Dolls”) located at lovelostdolls.com (the “Site”). The Smart Contracts and the Site are
collectively referred to in these T&C as the “App”. Using the App, users can view their Dolls and use the
Smart Contracts to acquire, buy, sell, own, trade, and transfer Dolls on the Ethereum network.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APP, THE SMART CONTRACTS, OR THE SITE. THESE TERMS
GOVERN YOUR USE OF THE APP, THE SMART CONTRACTS, AND THE SITE, UNLESS KLLD HAS AGREED TO ANYTHING TO THE
CONTRARY IN A SEPARATE AND DIFFERENT WRITTEN AGREEMENT WITH YOU, SIGNED BY BOTH PARTIES. KLLD IS ONLY
WILLING TO MAKE THE APP, THE SMART CONTRACTS, AND THE SITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE
TERMS. BY USING THE APP, THE SMART CONTRACTS, THE SITE, OR ANY PART THEREOF. YOU ARE CONFIRMING THAT YOU
UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS CONTAINED HEREIN. IF YOU ARE ACCEPTING THESE TERMS ON
BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE
TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT COMPANY OR LEGAL ENTITY. IF YOU DO NOT
HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE NOT WILLING TO MAKE THE APP,
THE SMART CONTRACTS, OR THE SITE AVAILABLE TO YOU. IF YOU DO NOT FULLY AGREE TO THESE TERMS, YOU ARE NOT
PERMITTED TO ACCESS OR USE THE APP, THE SMART CONTRACTS, OR THE SITE.
ALL TRANSACTIONS INITIATED THROUGH THE APP ARE FACILITATED AND RUN BY THIRD-PARTY ELECTRONIC WALLETS ON
THE ETHEREUM BLOCKCHAIN, AND BY USING THE APP YOU AGREE THAT YOU ARE GOVERNED BY THE TERMS OF SERVICE AND
PRIVACY POLICY FOR THOSE APPLICABLE WALLETS. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE
APP IS AN ADMINISTRATIVE PLATFORM ONLY. WE FACILITATE TRANSACTIONS BETWEEN THE BUYER AND SELLER BUT ARE
NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER (UNLESS WE ARE THE SELLER). YOU BEAR FULL
RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY ASSETS YOU PURCHASE.
THE APP.
To use the App, you will need to have a web browser and an Ethereum wallet that is compatible with
the NFT standard on the Ethereum network.
All transactions regarding Dolls are managed and confirmed via the Ethereum blockchain. You
understand that your Ethereum public address may be made publicly visible whenever you engage in a
transaction.
We do not own nor control your web browser, your Ethereum wallet, the Ethereum network, or any
other third-party site, product, or service that you might access, visit, or use for the purpose of
enabling you to perform a transaction with your Dolls. We are not liable for the acts or omissions
of any such third parties, nor will we be liable for any damage that you may suffer as a result of
your transactions or any other interaction with any such third parties.
The App may show certain pricing data that has been loaded and collected from the Ethereum
blockchain or other third-party websites such as opensea.com. We are not liable for any incorrect
information or typographical errors of any kind, including any incorrect information due to coding
error, blockchain code error, or due to data outage. It is your duty and obligation to confirm any
and all pricing data on your own and base any decisions you make on your own information and data.
Any calculations that are displayed on the App are for information purposes only. These
calculations are in no way predictions of value and you agree that you will not construe these
calculations as predictions of future prices or values in any way or that we are giving you any
advice on what to purchase or not to purchase. All such decisions are made in your sole discretion
without reliance on any information provided on the App.
We are not responsible or liable for any transactions that are cancelled by a seller.
THE DOLLS.
Number of Dolls. There will be a total of 6969 Dolls initially minted.
Purchasing Dolls. There will be a limited number of Dolls for sale when the Site is launched. You can
purchase a Doll on the Site using an Ethereum wallet that is compatible with the NFT standard on the
Ethereum network. All sales are final and we do not guarantee that all interested buyers will be able to
purchase a Meebit before they are sold out. We disclaim all liability in connection with the purchase of any
Dolls. It is your responsibility to ensure that your purchase of any Dolls has been completed. We reserve
the right to terminate or end the initial sale of Dolls at any time. Once the initial Dolls have sold out,
you can use the Site to help you buy, sell, trade, and transfer Dolls with others.
OWNERSHIP; LICENSE; RESTRICTIONS.
Definitions
“Art” means any unique art, design, and drawings associated with a specific Doll.
“Own” means, with respect to a Doll, a Doll that you have purchased or otherwise rightfully acquired
from a legitimate source, where proof of such purchase is recorded on the relevant Ethereum blockchain.
“Purchased Doll” means a Doll that you Own.
“Third Party IP” means any third-party patent rights, copyrights, trade secrets, trademarks, know-how,
or any other intellectual property rights recognized in any country or jurisdiction in the world.
Ownership
You Own the NFT. When you purchase an NFT, you own the underlying Doll and the Art, completely. Ownership
of the NFT is mediated entirely by the Smart Contract and the Ethereum Network. At no point may we seize,
freeze, or otherwise modify the ownership of any Doll.
Personal Use. Subject to your continued compliance with these Terms, KLLD grants you a worldwide,
royalty-free license to use, copy, and display the purchased Art, along with any extensions that you choose
to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as
part of a marketplace that permits the purchase and sale of your Doll, provided that the marketplace
cryptographically verifies each Doll owner’s rights to display the Art for their Doll to ensure that only
the actual owner can display the Art; or (iii) as part of a third-party website or application that permits
the inclusion, involvement, or participation of your Doll, provided that the website/application
cryptographically verifies each owner’s rights to display the Art for their Doll to ensure that only the
actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Doll
leaves the website/application.
Commercial Use. Subject to your continued compliance with these Terms, KLLD grants you an unlimited,
worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works
based upon the Art (“Commercial Use”). Examples of such Commercial Use would be the use of the Art to
produce and sell merchandise products (e.g., T-Shirts, etc.) displaying copies of the Art. For the sake of
clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace
that permits the use and sale of a Doll generally, provided that the marketplace cryptographically verifies
each Doll owner’s rights to display the Art for their Doll to ensure that only the actual owner can display
the Art; (ii) owning or operating a third party website or application that permits the inclusion,
involvement, or participation of a Doll generally, provided that the third party website or application
cryptographically verifies each Doll owner’s rights to display the Art for their Doll to ensure that only
the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the
Purchased Doll leaves the website/application; or (iii) earning revenue from any of the foregoing.
ETHEREUM FEES AND PAYMENTS.
Any final acquisition, purchase, trade, or sale of a Doll will be conducted solely through the Ethereum
network, though the Site may serve as a platform that facilitates such transactions. We have no control over
these transactions as or once they occur, nor do we have the ability to reverse any transactions. You agree
that we will have no liability to you or to any third party for any claims or damages that may arise as a
result of any transactions pertaining to the Smart Contracts, or any other transactions that conducted via
the Ethereum network.
Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on
the Ethereum network.
You will be solely responsible to pay any and all sales, use, value-added, and
other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by
any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without
limitation, any Taxes that may become payable as the result of your ownership or transfer of any of your
Dolls). Except for income taxes levied on Dolls, you:
will pay or reimburse us for all national,
federal, state, local, or other taxes and assessments of any jurisdiction, including value added taxes and
taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied
in lieu thereof based on charges set, services performed, or payments made hereunder, as are now or
hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction;
and
shall not be entitled to deduct the amount of any such taxes, duties, or assessments from payments
made to us pursuant to these Terms.
DISCLAIMERS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR
SOLE RISK, AND THAT THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, KLLD MAKES NO EXPRESS
WARRANTIES AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART THEREOF (INCLUDING,
WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR
RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KLLD, OUR SUBSIDIARIES, AND AFFILIATES DO NOT
REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS, (II)
YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR (INCLUDING ANY
BLOCKCHAIN CODE ERRORS), (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE, (III) THE APP OR ANY
CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE
THAT KLLD HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS
NEGLIGENCE.
KLLD WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR
USE OF THE ETHEREUM NETWORK OR ANY ETHEREUM WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO
ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY
CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET
FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF
VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, ETHEREUM NETWORK, OR ANY ETHEREUM
WALLET OR OTHER ELECTRONIC WALLET.
DOLLS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE
OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE
DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR
PROMISES WITH RESPECT TO SMART CONTRACTS.
KLLD IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY
OTHER FEATURES OF THE ETHEREUM NETWORK OR ANY ETHEREUM WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT
LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE
BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES
HAVING FUND LOSSES AS A RESULT.
LIMITATION OF LIABILITY.
YOU UNDERSTAND AND AGREE THAT KLLD, OUR SUBSIDIARIES, AFFILIATES, AND
LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,
INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF
GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY
OTHER INTANGIBLE LOSS, EVEN IF KLLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT KLLD HAS MADE THE APP AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE
WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR
ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. KLLD WOULD NOT
BE ABLE TO PROVIDE THE APP TO YOU WITHOUT THESE LIMITATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT
DISCLAIMERS OR LIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS
MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
RISKS.
You accept and acknowledge the following risks:
The prices of blockchain assets and
cryptocurrencies are extremely volatile. Fluctuations in the price of other digital assets could materially
and adversely affect the value of your Dolls, which may also be subject to significant price volatility. We
cannot guarantee that any purchasers of Dolls will not lose money.
You are solely responsible for
determining what, if any, taxes apply to your Dolls-related transactions. KLLD is not responsible for
determining the taxes that apply to any of your transactions.
The App does not store, send, or receive
Dolls. Dolls exist only by virtue of the ownership record maintained on the blockchain in the Ethereum
network. Any transfer of Dolls occurs within the supporting blockchain in the Ethereum network.
There
are risks associated with using an Internet-based currency, including, but not limited to, the risk of
hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that
third parties may obtain unauthorized access to information stored within your wallet. You accept and
acknowledge that KLLD will not be responsible for any communication failures, disruptions, errors,
distortions or delays you may experience when using the Ethereum network, however caused.
A lack of use
or public interest in the creation and development of distributed ecosystems could negatively impact the
Dolls’ ecosystem, and therefore the potential utility or value of Dolls.
The regulatory regime governing
blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may
materially adversely affect the Dolls’ ecosystem, and therefore the potential utility or value of Dolls.
Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how
transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains
using the ERC-20 standard, including the Dolls’ ecosystem.
INDEMNITY.
You shall defend, indemnify and hold harmless KLLD and its subsidiaries, affiliates, officers,
agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability,
loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and
attorneys’ fees arising out of or in any way related to
your breach of these Terms,
your use or misuse of, or access to the App,
misappropriation or infringement by you, of any intellectual property
rights or other right of KLLD, or any person or entity or (iv) your violation of applicable laws, rules or
regulations in connection with your access to or use of the App. We reserve the right to assume the
exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you
will assist and cooperate with us in asserting any available defenses.
THIRD PARTY SITES.
The App may permit you to link to other websites, services, or resources on the
Internet, which are provided solely as a convenience to you. You access these third-party websites,
services, or resources at your own risk. These other websites, services, or resources are not under our
control and you acknowledge that we are not responsible or liable for the content, functions, accuracy,
legality, appropriateness or any other aspect of those websites, services, or resources. The inclusion of
any link to third party websites, services, or resources does not imply our endorsement of them or any
association with their operators. You acknowledge and agree that we shall not be responsible or liable
(directly or indirectly) for any damage or loss caused or alleged to be caused by or in connection with the
use of or reliance on any content, goods, or services available on or through any third-party websites,
services, or resources.
CHANGES TO THE TERMS.
We reserve the right, at our sole discretion, to modify or replace any of the
Terms or to change, suspend or discontinue the App or Site at any time, by posting a notice on the Site. We
may also impose limits on certain features and services or restrict your access to parts or all of the App
or Site without notice or liability, including, without limitation, by prohibiting you from selling your
Dolls through the App. It is your responsibility to check these Terms periodically for changes. You can
determine if any changes were made to these Terms by noting the date that these Terms were last updated.
Your continued use of the App or Site following the posting of any changes to the Terms constitutes
acceptance of those changes.oods, or services available on or through any third-party websites,
services, or resources.
CHANGES TO THE APP.
You acknowledge and agree that the form and nature of the App, and any part of it,
may change from time to time without prior notice to you, and that we may add new features and change any
part of the App at any time without notice. We also reserve the right to shut down the App in our sole
discretion. Shutting down the App will not prohibit you from transferring, buying, or selling your Purchased
Dolls on another website or application.
CHILDREN.
You affirm that you are over the age of 13, as the App is not intended for children under 13.
IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT
JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN
TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO
HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN
AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY
FOR THAT CHILD'S USE OF THE APP, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY
INCUR.
Dispute Resolution; Arbitration.
Please read this Section 13 carefully. It requires you to arbitrate
disputes with KLLD and limits the manner in which you can seek relief from us. A printed version of these
Terms and any notice given in electronic form shall be admissible in judicial or administrative proceedings
based on or relating to the Terms to the same extent and subject to the same conditions as other business
documents and records originally generated and maintained in printed form. You and KLLD agree that any cause
of action arising out of or related to the App must commence within one (1) year after the cause of action
arose; otherwise, such cause of action is permanently barred. The Terms shall be governed by and construed
in accordance with the laws of the State of New York, excluding its conflicts-of-law rules, and the United
States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be
finally settled by arbitration in the State of Wyoming, County of Laramie, under the Arbitration Rules of
the American Arbitration Association then in effect, by one commercial arbitrator with substantial
experience in resolving intellectual-property and commercial contract disputes, who shall be selected from
the appropriate list of AAA arbitrators in accordance with AAA rules. The prevailing party in any
arbitration or other proceeding arising under these Terms shall be entitled to receive reimbursement of its
reasonable expenses (including reasonable attorneys’ fees, expert-witness fees, and all other expenses)
incurred in connection with the proceeding. Judgment on the award may be entered in a court having
jurisdiction or application may be made to such court for judicial acceptance of any award and an order of
enforcement, as the case may be. Notwithstanding the above, each party shall have the right to institute an
action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision
by the arbitrator. For the purposes of this Agreement, the parties consent to exclusive jurisdiction and
venue in the United States Federal Courts or state courts located in the State of Wyoming, County of
Laramie. Use of the App is not authorized in any jurisdiction that does not give effect to all provisions of
the Terms, including without limitation this section. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED
TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE APP, THE SITE, THE SMART CONTRACTS: (I)
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR
RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS
ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
General.
These Terms (including those terms incorporated herein by reference) are the entire Agreement
between you and us with respect to the App, and supersede all prior or contemporaneous communications and
proposals (whether oral, written, or electronic) between you and us with respect to the App. If any
provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated
to the minimum extent necessary for the rest of the Terms to remain enforceable. Our failure to enforce any
part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of
these Terms. For any waiver of compliance with these Terms to be binding on us, one of our authorized
representatives must provide you with written notice of that waiver. There are no third-party beneficiaries
to these Terms. Nothing in these Terms create any agency, partnership, or joint venture. The language in
these Terms will be interpreted as to its fair meaning, and not strictly for or against any party. You may
not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise,
without our prior written consent. We may assign our rights and obligations under these Terms in our sole
discretion to an affiliate, or in connection with an acquisition, sale, or merger. These Terms will be
governed by and construed in accordance with the laws of the State of Wyoming, and the federal laws of
United States applicable therein, excluding its conflicts of law rules and principles. Subject to Section
15, any legal action or proceeding arising under these Terms will be brought exclusively in the State or
Federal courts located in the State of Wyoming, County of Laramie, and the parties irrevocably consent to
the personal jurisdiction and venue there. We shall not be liable for any failure to perform our obligations
here where such failure results from any cause beyond our reasonable control, including without limitation
mechanical, electronic or communications failure or degradation (including “line-noise” interference). All
notices under these Terms shall be in writing and will be deemed to have been duly given when received, if
personally delivered or sent by certified or registered mail, return-receipt requested; when receipt is
electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for
next-day delivery by recognized overnight delivery service.
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