Last Updated Date: August 3, 2022

This Imprint Registry User Agreement and Terms of Service (the “Agreement”) sets forth the terms and conditions pursuant to which Imprint, LLC (“Imprint Registry”, “we” or “us”) will provide you or the entity that you represent (“You” or “Your”) with the right to access and use the Imprint Registry Platform and/or other Services.

To access and use the Imprint Registry Platform, You must click to accept this Agreement where indicated in the Imprint Registry Platform member registration process and as otherwise indicated within the Imprint Registry Platform.

BY CLICKING TO ACCEPT THIS AGREEMENT, BY ELECTRONICALLY SIGNING THIS AGREEMENT OR AGREEMENTS OR REPRESENTATIONS WITHIN THE IMPRINT REGISTRY PLATFORM, OR BY OTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO SUCH TERMS, CONDITIONS AND/OR NOTICES, YOU MAY NOT ACCESS OR USE ANY OF THE SERVICES.

Imprint Registry reserves the right to revise any portion of this Agreement in its sole discretion at any time and without prior notice to You by updating this posting. Thus, You should visit this page periodically for changes. If You disagree with any changes to this Agreement, Your sole remedy is to discontinue Your use of the Services. Your continued use of any of the Services after a change has been posted constitutes Your acceptance of the change thereafter.

1. Definitions

As used herein, each of the following terms shall have the meanings attributed to them as follows:

“Affiliate” means, with respect to a Party, any entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party; and “control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Data” means all aggregate and statistical information or analyses collected by Imprint Registry relating to Your use of the Services.

“Confidential Information” means all non-public technical, business, financial and other information of a Party that is not generally known to others, including, without limitation, any technical or non-technical data, designs, methods, techniques, drawings, processes, products, inventions, improvements, methods or plans of operation, research and development, business plans and financial information of such Party. The Confidential Information of Imprint Registry shall include, without limitation, non-public portions of the Imprint Registry Property. Your Confidential Information shall include, without limitation, non-public portions of Your Content. Confidential Information does not include information that the receiving Party can document: (i) has entered the public domain through a source other than the receiving Party and through no fault of the receiving Party; (ii) was rightfully known to the receiving Party without a confidentiality obligation prior to the commencement of the Services; (iii) is disclosed to the receiving Party by a third party that has no confidentiality obligation; or (iv) is developed by the receiving Party independently of and without reference to any Confidential Information.

“Fees” means the Imprint Registry fees for the Services, as set forth in the applicable membership subscription.

“Intellectual Property Rights” means patent rights (including patent applications and invention disclosures), design rights, copyrights, rights in database, moral rights, trademarks (including associated goodwill), service marks, trade secrets, know-how, rights in or relating to confidential information and any other intellectual property right (whether registered or unregistered) recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.

“Order” means: (a) the subscription plan for the Services that You select during the process of registering to use the Imprint Registry Platform, or that You later select or upgrade within Your account on the Imprint Registry Platform; and (b) any request You provide through the Imprint Registry Platform to obtain other Services.

“Party” means each of Imprint Registry and You. Both Imprint Registry and You are referred to as the “Parties”.

“Services” means: (a) the Imprint Registry Platform and any associated services provided through or in connection with the Imprint Registry Platform, including the registration, consignment, sale, purchase and/or transfer of artwork and/or associated certificates of authenticity and digital title; (b) the Imprint Registry website; (c) support and maintenance services to be provided by Imprint Registry pursuant to Section 2.3; (d) any professional services specified in any statement of work and/or master services agreement executed between You and Imprint Registry; and/or (e) any other services performed by Imprint Registry under this Agreement.

“Upgrades” means any upgrades, updates, revisions, corrections, modifications improvements, bug fixes, patches, maintenance releases, versions, and enhancements to the Imprint Registry Platform that Imprint Registry makes generally available to its customers at no additional charge during the term of this Agreement, excluding any beta versions thereof.

“Imprint Registry Marks” means the service mark IMPRINT, IMPRINT REGISTRY, the Imprint Registry logo, and any other trademarks, service marks or logos of Imprint Registry that it authorizes You to use in connection with the Services.

“Imprint Registry Platform” means the Imprint Registry’s proprietary hosted platform that: (a) allows You to subscribe, verify your identity, and register items on Imprint Registry’s database along with unique codes and blockchain tokens associated with such items, create digital title and certificates of authenticity for registered physical and other items, consign, sell, and/or transfer the ownership of such items along with the digital title and certificates of ownership representing such ownership; and (b) provides other related services.

“Imprint Registry Property” means: (a) the Imprint Registry Platform; (b) the Imprint Registry website; (c) any Confidential Information of Imprint Registry; (d) Aggregate Data; and (e) any Imprint Registry Marks.

“Your Content” means any data, labels, text, graphics, images, video clips, audio recordings, or other content or information that You, Your subcontractors or their respective Authorized Users upload into the Imprint Registry Platform or otherwise make available to Imprint Registry in connection with the Services, excluding Feedback (defined below).

“Your Property” means: (a) Your Content; and (b) Your Confidential Information.

2. Services

You may only participate in Imprint Registry’s services if you are registered as an Imprint Member.

By registering as an Imprint Member, you certify that the personal information (including name, date of birth, address, phone number, and proof of identity) you are entering is Yours, is accurate, and does not belong to another person or entity other than You.

Registering Items on Imprint Registry

You may only register an item on Imprint Registry if your membership subscription is as an Artist.

You may only register items that you rightfully own and have full and direct authority to consign, sell, or otherwise transfer to others.

By registering an item, you certify that all information about that item is true and accurate, including images, title, year of creation, whether the item is unique or one of multiple versions, dimensions of the item, that you are the creator of the item, price, location, description, supplementary materials, and any other information included in the registration of the item being registered is true and accurate.

You acknowledge that any inaccuracy in the information you provide regarding the registered item may constitute fraud and subject you to civil or federal prosecution (both domestically and internationally) along with fines and other penalties.

You acknowledge and agree You are fully responsible for any damages, direct and indirect, arising from inaccurate, misleading, and/or fraudulent information you provide regarding your identity, your authority to register and transfer ownership of any item, and the accuracy of the information relating to the authenticity and nature of the item You register.

Any inaccuracy in information provided will also subject you to immediate revocation of your membership.

When You submit the information to register an item on the Imprint Registry Platform, You will receive a unique Imprint Registry digital title and certificate of ownership, along with a corresponding blockchain transaction record verified by the blockchain network.

The blockchain network is operated by a decentralized network of independent third parties. Imprint Registry has no control over the blockchain network and therefore cannot and does not ensure that any transaction request You submit via the Imprint Registry Platform will be confirmed via the blockchain network. You acknowledge and agree that the transaction requests You submit via the Imprint Registry Platform may not be completed, or may be substantially delayed, by the blockchain network. When You complete a transaction request via the Imprint Registry Platform, You authorize Imprint Registry to submit the transaction request to the blockchain network in accordance with the instructions provided via the Imprint Registry Platform. Imprint Registry is not responsible for any errors or omissions that You make in connection with any transaction initiated via the Imprint Registry Platform. Imprint Registry strongly encourages You to review transaction request details carefully before completing any transaction requests via the Imprint Registry Platform. Once a transaction request has been submitted to the blockchain network via the Imprint Registry Platform, the blockchain network will automatically complete or reject the request and You will not be able to cancel or otherwise modify Your transaction request.

Consigning, Selling and Transferring Items on Imprint Registry

You may only consign, sell, or otherwise transfer an item on Imprint Registry if

a) you are registered as a member of Imprint registry,
b) the item has been registered appropriately on Imprint Registry (pursuant to the section titled Registering Items on Imprint Registry),
c) you are the rightful owner of the item being consigned, sold, or otherwise transferred, with full and direct authority to consign, sell, or otherwise transfer to others.

Only items in the ‘My Registry’ section of Your user account on Imprint Registry can be consigned, sold, or transferred by You.

You are responsible for all terms You specify in a Consignment Agreement on Imprint Registry, including the duration of contract, identity of the entity or person you are consigning to, the list price, the price split, the maximum discount, location of the item.

You acknowledge and agree that the item being consigned, sold, or otherwise transferred is the same item in the Imprint Registry entry regarding that item, including the associated digital title, certificate of authenticity, record of provenance, and all details and supplemental materials recorded in Imprint Registry and the blockchain regarding that item.

You acknowledge and agree You are fully responsible for any damages, direct and indirect, arising from inaccurate, misleading, and/or fraudulent information you provide regarding your identity, your authority to consign, sell, and/or otherwise transfer ownership of any item, and the accuracy of the information relating to the authenticity and nature of the item You are consigning, selling, and/or otherwise transferring.

In addition, you acknowledge and agree that you comply with all terms of this Agreement and this section.

2.1 Provision of Services

Imprint Registry shall host and provide to You the Imprint Registry Platform and/or other Services in accordance with this Agreement and Your membership subscription. Imprint Registry’s personnel performing the Services may be either Imprint Registry employees or subcontractor personnel. Imprint Registry shall be responsible for any acts or omissions of Imprint Registry’s employees or subcontractors that cause Imprint Registry to be in breach of this Agreement. You agree to cooperate reasonably with Imprint Registry’s efforts to provide the Services, and Imprint Registry will not be responsible for any delays in providing the Services to the extent caused by Your failure to cooperate or to provide any required assistance.

2.2 Your Account and Authorized Users

When You register for a subscription plan on the Imprint Registry Platform, Imprint Registry will establish in the Imprint Registry Platform the necessary accounts for your services. You agree to provide and maintain accurate, current and complete Account information about Yourself, and keep Your account information confidential and not to share it with any third party. You are fully responsible for all activities that occur under Your account and for maintaining up-to-date and accurate information (including without limitation valid contact information) with respect to Your account. By creating an account, You consent to receive electronic communications from Imprint Registry (e.g., via email or by posting notices to the Service). These communications may include notices about Your account and are part of Your relationship with us. You agree that any notices, agreements, disclosures or other communications that Imprint Registry sends to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. Imprint Registry may also send You promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information Imprint Registry thinks will be of interest to You. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

2.3 Imprint Registry Support and Imprint Registry Platform Upgrades

Imprint Registry will use commercially reasonable efforts to keep the Imprint Registry Platform operational on a continuous basis during the term of this Agreement, exclusive of downtime necessary for scheduled and emergency maintenance. Imprint Registry shall provide support to You during the hours of 9 a.m. to 5 p.m. Pacific Time, Monday through Friday (excluding national holidays), for all technical support issues relating to the Imprint Registry Platform. At Imprint Registry’s sole discretion, Imprint Registry shall make Upgrades available to You when generally available and at no additional charge. For the avoidance of doubt, Imprint Registry reserves the right to offer certain enhancements and optional services for the Imprint Registry Platform for an additional charge, in Imprint Registry’s sole discretion.

2.4 Third-Party Services

You understand and agree that some of the Services interoperate with, or require Your use of, certain third-party products, services, platforms and websites that are not operated or controlled by Imprint Registry (“Third-Party Services”). In the event that You use or interact with Third-Party Services, You will be subject to the terms of service, privacy and data collection practices of the providers of such Third-Party Services. Third-Party Services may include software components provided by a third party that are subject to separate license terms, in which case those license terms will govern such software components. Imprint Registry has no liability or responsibility for any Third-Party Services, including without limitation for the safety, quality, accuracy, reliability, integrity or legality of any privacy practices, products or services of any Third-Party Services. Your use of all Third-Party Services is solely at Your own risk.

When You submit the digital photo(s) of an item and any additional documents to the Imprint Registry Platform in connection with the certification service provided by the Imprint Registry Platform, You will receive a certificate with a corresponding blockchain transaction record and verified by the blockchain network. The blockchain network is operated by a decentralized network of independent third parties. Imprint Registry has no control over the blockchain network and therefore cannot and does not ensure that any transaction request You submit via the Imprint Registry Platform will be confirmed via the blockchain network. You acknowledge and agree that the transaction requests You submit via the Imprint Registry Platform may not be completed, or may be substantially delayed, by the network. When You complete a transaction request via the Imprint Registry Platform, You authorize Imprint Registry to submit the transaction request to the blockchain network in accordance with the instructions provided via the Imprint Registry Platform. Imprint Registry is not responsible for any errors or omissions that You make in connection with any transaction initiated via the Imprint Registry Platform. Imprint Registry strongly encourages You to review transaction request details carefully before completing any transaction requests via the Imprint Registry Platform. Once a transaction request has been submitted to the blockchain network via the Imprint Registry Platform, the blockchain network will automatically complete or reject the request and You will not be able to cancel or otherwise modify Your transaction request.

3. Licenses

3.1 Licenses to Imprint Registry Platform and Imprint Registry Marks

Subject to the terms and conditions of this Agreement, if You subscribe to use the Imprint Registry Platform, Imprint Registry hereby grants to You a non-exclusive, non-sublicensable (except as expressly permitted under this Agreement), non-transferable (except as expressly permitted under this Agreement) revocable license, during the subscription period You selected, to access and use the Imprint Registry Platform and user documentation for the purposes described herein, and to use the Imprint Registry Marks solely as authorized by Imprint Registry in connection with the Services.

3.2 Restrictions on Use of Imprint Registry Property

You will use the Imprint Registry Property solely for authorized and legal purposes and will not use the Imprint Registry Property to violate any applicable laws or regulations. You will not attempt to interfere with or disrupt any of the Imprint Registry Property.

Except as expressly authorized under the Agreement, You shall not:

(a) reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Imprint Registry Platform or other Imprint Registry Property, or use the Imprint Registry Platform for the purpose of creating a competing service; (b) copy, modify, transfer or distribute any portion of the Imprint Registry Platform or other Imprint Registry Property; (c) rent, lease, or provide access to the Imprint Registry Platform or other Imprint Registry Property to any third party; (d) violate any usage limitations set forth in the Order; or (e) use the Services for any illegal purpose.

In the event that Imprint Registry becomes aware that You are improperly using any of Imprint Registry’s Marks, You shall promptly modify or cease such use as directed by Imprint Registry.

You shall not register any combination mark or domain name that incorporates any of Imprint Registry’s Marks without the prior written consent of Imprint Registry.

3.3 License to Your Content

Subject to the terms and conditions of this Agreement, You hereby grant Imprint Registry an irrevocable, perpetual, non-exclusive, royalty-free, non-transferable (except as expressly permitted under this Agreement), non-sublicensable (except as expressly permitted under this Agreement), worldwide license to reproduce, store, display and use any of Your Content (including without limitation any trademarks, logos, header data or metadata included in Your Content) and the name of any creator(s) associated with Your Content:

(a) to provide the Services to You; (b) for other commercial purposes such as promoting, marketing, developing and improving Imprint Registry’s products and services, testing and troubleshooting; and (c) to conduct sales and marketing to You.

Imprint Registry will have the right to permit its subcontractors to exercise the foregoing rights, provided that Imprint Registry will be responsible for any breach of this Agreement caused by any such subcontractors.

Imprint Registry will also have the right to permit third-party sublicensees to exercise the rights granted in subsection (b), provided that such data is aggregated with data of other Imprint Registry customers and does not identify You as the owner of such data.

4. Proprietary Rights

4.1 Imprint Registry Property

Except for the limited license granted herein, all right, title, and interest in and to any Imprint Registry Property, including without limitation any Intellectual Property Rights therein, but excluding any of Your Property, are and will remain the exclusive property of Imprint Registry and its licensors. Any goodwill arising from the use of Imprint Registry’s Marks by You shall inure solely to the benefit of Imprint Registry. Imprint Registry reserves all rights in and to all the Imprint Registry Property and nothing contained in this Agreement shall be construed as conveying any right or license in such Imprint Registry Property, by implication, estoppel, or otherwise.

4.2 Use of Aggregate Data

You understand and agree that Imprint Registry owns the Aggregate Data generated and will have the right to use such data for promoting, marketing, developing and improving Imprint Registry’s products and services, conducting sales and marketing to You and for other commercial purposes in its sole discretion; provided, however, that Imprint Registry shall only share Aggregate Data with third parties if such data is anonymized and aggregated with data of other Imprint Registry customers.

4.4 Third-Party Property

Imprint Registry may use certain content of third-party licensors to provide the Services. Any such content remains the property of such third parties. Any third-party trademarks, service marks and logos displayed in the Services are the trademarks of their respective owners.

4.5 Your Property

Except for the licenses granted herein, all right, title, and interest in and to any of Your Property, including without limitation any Intellectual Property Rights therein, are and will remain the exclusive property of You and Your licensors.

4.6 Responsibility for Your Content; Content of Other Users and Customers

You are responsible for all of Your Content, including for the accuracy, legality and integrity of such content, and You shall obtain in advance all consents, approvals, licenses, and permissions necessary to upload Your Content to the Services. You shall not upload to the Services, or permit any third party to upload, any content that violates third-party privacy, publicity, or intellectual property rights; violates applicable laws, regulations or industry standards; or contains hate speech or material that is violent, obscene, pornographic, abusive, defamatory, offensive, or otherwise not reasonably related to the Services. Without limiting any of Imprint Registry’s other rights and remedies, Imprint Registry shall have the right (but not the obligation) in its sole discretion to remove from the Services any such content that violates this Agreement or any of Imprint Registry’s policies and procedures, or is otherwise objectionable. YOU SHALL NOT CAUSE TO BE UPLOADED TO THE SERVICES ANY CONTENT FOR WHICH YOU DO NOT HAVE ALL SUCH NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS OR PERMISSIONS. Imprint Registry does not endorse or make any representations or warranties of any kind with respect to any content provided by other customers or users and/or any statements, ideas, advice or opinions communicated on, or in connection with our Services (whether online, offline, orally, in writing or otherwise) by any other customer or user, whether with respect to accuracy, completeness, truthfulness, reliability or otherwise. You acknowledge that any use of or reliance on any such content and/or any such statements, ideas, advice or opinions is solely at Your own risk.

4.7 Infringing Content

Imprint Registry respects the Intellectual Property Rights of others and expect users of the Services to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), Imprint Registry will respond to notices of claimed copyright infringement that are properly provided to our designated copyright agent (“Copyright Agent”), whose contact information is listed below. Imprint Registry reserves the right to remove or disable access to any content on our Services claimed to be infringing, at any time at our sole discretion, without notice or liability. In appropriate circumstances, Imprint Registry will also terminate users and account holders who are repeat infringers. If You believe that content on our Services has been used in a way that constitutes copyright infringement, please provide our Copyright Agent with a written notice containing all of the following information (“DMCA Notice”):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the content that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate such content on our Services;
• Information reasonably sufficient to permit us to contact You, such as an address, telephone number, and, if available, an email address;
• a statement that You have a good faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in Your notice is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If You are the provider of content that was removed (or to which access was disabled) and You believe that such content is not infringing, or that the use of such content is authorized by the copyright owner, the copyright owner’s agent, or the law, You may provide our Copyright Agent with a written counter-notice containing all of the following information (“Counter-Notice”):

• Your physical or electronic signature;
• identification of the content that was removed or to which access was disabled, and the location at which such content appeared on our Services before it was removed or access to it was disabled;
• a statement under penalty of perjury that You have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content; and
• Your name, address, and telephone number, and a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which Your address is located, or, if Your address is outside the United States, the judicial district for which Imprint Registry is located or in some cases of applicable law the U.S. Southern District of California, and that You will accept service of process from the person who provided the notice of claimed infringement or an agent of such person.

Imprint Registry’s Copyright Agent designated to receive DMCA Notices and Counter-Notices may be contacted as follows:

• By email: info@imprintregistry.com

You acknowledge that Your DMCA Notice or Counter-Notice may not be valid if it is not addressed to Imprint Registry’s Copyright Agent or it does not provide substantially all of the information specified above. To help Imprint Registry receive Your DMCA Notice or Counter-Notice in a timely manner, please send it by email if possible. If You provide Imprint Registry with a DMCA Notice, You agree that Imprint Registry may send a copy of it (including Your name and contact information) to the provider of the disputed content. Please note that the procedure described above in this section is intended to comply with Imprint Registry’s rights and obligations under the DMCA, including 17 U.S.C. § 512(c), but does not constitute legal advice. Under federal law, if You knowingly misrepresent that online material is infringing, You may be subject to criminal liability for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees. If You are not sure whether You are (or are authorized to act on behalf of) the owner of an exclusive right in any disputed content, You may wish to consult an attorney about Your rights and obligations under the DMCA and any other applicable laws. While Imprint Registry cannot offer You legal advice, more information about the DMCA is available at the U.S. Copyright Office website.

5. Payment Obligations

5.1 Fees and Payment

You shall pay Imprint Registry the Fees applicable to the Services You select. In the event of early termination of this Agreement, You will pay any Fees then accrued and payable for Services performed through the effective date of termination. Except as otherwise expressly provided in this Agreement, all Fees are non-refundable. Except as otherwise provided in the Order, all amounts billed to You shall be expressed in, and You shall make all payments in, United States dollars. You shall pay all amounts due without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Imprint Registry may, at its option, apply money received from You against any money then due to You. You and Imprint Registry shall use good faith efforts to resolve any disputed Fees.

5.2 Taxes

You shall bear all local, state and federal sales, use, gross receipts, excise, import or export, value added or similar taxes, duties, fees, assessments or levies (“Taxes”), if any, legally imposed in connection with the Fees paid hereunder. Imprint Registry shall separately state on each Order, and You shall pay, any Taxes; provided, however, that You shall not be responsible for taxes on Imprint Registry’s net income, profits, business assets, or ad valorem personal property.

5.3 Remedies for Non-Payment

In addition to any other remedies available to Imprint Registry, in the event that You fail to pay any Fees when due: (a) Imprint Registry will have the right to immediately suspend or block Your access to the Services until full payment of such amounts is received; and (b) You shall pay a late charge equal to the lesser of 1.5% per month (pro-rated if necessary) or the maximum amount permitted under applicable law, on any past due balance, and such charge shall accrue beginning on the day after such amount is due.

6. Confidentiality, Data Security and Data Privacy

6.1 Confidentiality

The Party receiving Confidential Information agrees: (i) to hold and maintain in strict confidence the Confidential Information and not to disclose it to any third party other than its employees and subcontractors who have a need to know and have executed confidentiality agreements with the receiving Party no less protective of the Confidential Information than this Section; (ii) to protect the Confidential Information from disclosure with the same degree of care it uses to protect its own proprietary information similar in nature, but in no event less than a reasonable degree of care; (iii) not to use any Confidential Information for any purpose other performing its obligation or exercising its rights under this Agreement; (iv) to return or destroy Confidential Information promptly upon the disclosing Party’s written request. For clarity, nothing in this Section 6 will restrict or limit Imprint Registry’s rights to use Your Content as provided in Section 3.3. Either Party may disclose Confidential Information in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such order; provided, however, that the receiving Party agrees to immediately inform the disclosing Party in writing of the existence, terms, and circumstances surrounding the request or order. The receiving Party acknowledges that the unauthorized disclosure or use of such Confidential Information may cause irreparable harm to the disclosing Party, which harm cannot be compensated by damages alone. Therefore, in addition to all other rights and remedies at law and in equity, the disclosing Party may seek an injunction to prevent a violation of the obligations of confidentiality.

6.2 Data Security and Privacy

Imprint Registry shall use commercially reasonable efforts to maintain a data security program that includes physical, technical, and managerial procedures that are up-to-date and generally accepted in Imprint Registry’s industry that are designed to prevent unauthorized use or disclosure of Your Property stored in the Services. Imprint Registry will have the right to suspend Your access to the Services on an emergency basis: (a) in the event that Imprint Registry detects any actual or apparent theft, unauthorized access or use of the Services, or other malicious activity by You or any third party; and/or (b) to maintain data integrity within the Services. The parties shall each comply with all applicable privacy laws and regulations relating to the protection of personal data. You hereby consent to Imprint Registry’s use of any personal information that You provide to the Imprint Registry Platform: (i) for the purpose of providing the Services to You; (ii) to conduct sales and marketing to You; and (iii) in any additional manner described in the Imprint Registry Privacy Policy governing the Services. Please refer to the Imprint Registry Privacy Policy for information about how we collect, use and share personal information about You.

7. Representations And Warranties; Disclaimer

7.1 Representations and Warranties

Each Party represents and warrants as of the Effective Date and at all times throughout the term of this Agreement: (a) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement by such Party and performance of its obligations hereunder comply with all applicable laws, rules and regulations (including privacy, export control and obscenity laws); (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms; and (d) neither the execution nor performance of this Agreement will violate any agreement to which it is a party or by which it is otherwise bound. You further represent and warrant to Imprint Registry throughout the term of this Agreement that: (i) You have all consents, approvals, licenses, and permissions necessary for You to perform all of Your obligations under this Agreement, to provide Your Content to the Services and otherwise use the Services, and to grant the licenses You have granted herein, including without limitation all necessary permissions to display any signature(s), image(s) of Artwork, logo(s) and other content in certificates of authenticity; (ii) You have verified the authenticity of all of Your Content for which You generate or maintain certificates of authenticity; and (iii) Your Content does not violate any applicable laws, including without limitation any privacy laws, and does not infringe or misappropriate any Intellectual Property Right, publicity or privacy right or other proprietary right of any third party.

7.2 Disclaimers

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ITEMS OR SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND EACH PARTY HEREBY DISCLAIMS THE SAME. IMPRINT REGISTRY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR DOCUMENTATION WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT ANY CONTENT GENERATED BY THE SERVICES WILL BE ACCURATE, COMPLETE OR RELIABLE, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE SERVICES OR DOCUMENTATION WILL BE CORRECTED. WHILE IMPRINT REGISTRY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, IMPRINT REGISTRY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IMPRINT REGISTRY CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD IMPRINT REGISTRY RESPONSIBLE FOR ANY BREACH OF SECURITY.

IMPRINT REGISTRY PROVIDES AN ONLINE PLATFORM AND IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE IMPRINT REGISTRY PLATFORM IS AN ADMINISTRATIVE PLATFORM ONLY. IMPRINT REGISTRY IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF ARTWORK OR BETWEEN ANY USERS. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ARTWORK ON IMPRINT REGISTRY. IMPRINT REGISTRY IS NOT RESPONSIBLE FOR LOSSES DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE, BLOCKCHAINS OR HARDWARE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. Indemnification

8.1 Imprint Registry Indemnification

Imprint Registry, at its own expense, will indemnify, defend and hold harmless You, Your Affiliates and their respective directors, officers, employees, representatives and agents (collectively, the“Your Indemnitees”) from and against any claim, demand, action, class action, investigation or other proceeding (“Claims”), including but not limited to all damages, losses, liabilities, penalties, fines, judgments, costs and expenses (including attorneys’ fees) arising therefrom (“Losses”), brought by any third party against any of Your Indemnitees to the extent that such Claim is based on, or arises out of: (a) any third-party allegation that the Services (excluding any Third-Party Services and any of Your Content hosted therein), when used by You in accordance with this Agreement, violate applicable law or infringe or violate the Intellectual Property Rights of any third party; or (b) the fraud, gross negligence or willful misconduct of Imprint Registry or its employees or subcontractors.

8.2 Additional Obligations of Imprint Registry

In addition to the indemnification obligations of Imprint Registry set forth in Section 8.1 above, in the event the use of any Service is, or Imprint Registry believes is likely to be, alleged or held to infringe any Intellectual Property Right, Imprint Registry may at its sole option and expense: (a) replace or modify the Service so it is non-infringing (provided, that the replaced or modified Service is substantially equivalent); (b) obtain for You a license to continue using the Service in accordance with this Agreement; or (c) terminate the applicable Order and refund to You the pro-rata amount of any unused Fees prepaid by You under such Order. YOU AGREE, AS A MATERIAL TERM OF THE AGREEMENT, THAT SECTION 8.1 AND THIS SECTION 8.2 SET FORTH YOUR EXCLUSIVE REMEDIES WITH RESPECT TO INFRINGEMENT OF ANY OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS BY ANY PORTION OF THE IMPRINT REGISTRY PROPERTY AND THAT IMPRINT REGISTRY SHALL HAVE NO INFRINGEMENT LIABILITY TO YOU EXCEPT AS PROVIDED IN THIS SECTION.

8.3 Your Indemnification

You, at Your own expense, will indemnify, defend and hold harmless Imprint Registry, its Affiliates and their respective directors, officers, employees, representatives and agents (collectively, the“Imprint Registry Indemnitees”) from and against any Claim, including but not limited to any Losses arising therefrom, brought by any third party against any Imprint Registry Indemnitee to the extent that such Claim is based on, or arises out of: (a) the conduct of Your business, including any dispute with any creator of Your Content or any of Your customers; (b) Your Content; (c) any Feedback that You provide; (d) any breach or purported breach of Your obligations, representations and/or warranties under this Agreement or any contract with any provider of Third-Party Services under which You are bound; or (e) the fraud, gross negligence or willful misconduct of You, Authorized Users or Your employees or subcontractors.

8.4 Indemnification Procedures

The obligations of each Party (the “Indemnitor”) under this Agreement to defend, indemnify and hold harmless the other Party and its Affiliates, and their respective directors, officers, employees, representatives and agents (each, an “Indemnitee”) shall be subject to the following: (a) the Indemnitee shall provide the Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve the Indemnitor of its obligation to defend, indemnify and hold the Indemnitee harmless to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) the Indemnitor shall have sole control of the defense and of all negotiations for settlement of such claim or suit; provided, however, that the Indemnitor shall not settle any claim unless such settlement completely and forever releases the Indemnitee from all liability with respect to such claim or unless the Indemnitee consents to such settlement in writing (which consent shall not be unreasonably withheld); and (c) the Indemnitee shall cooperate with the Indemnitor in the defense or settlement of any such claim or suit; provided, however, that the Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by the Indemnitor. Subject to clause (b) above, the Indemnitee may participate in the defense of any claim or suit in which the Indemnitee is involved at its own expense.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER IMPRINT REGISTRY, NOR ITS AFFILIATES OR LICENSORS SHALL BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES OR DAMAGES FOR LOSS OF USE OR LOSS OF DATA. IN NO EVENT SHALL THE TOTAL LIABILITY OF IMPRINT REGISTRY, ITS AFFILIATES OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED THE GREATER OF: (A) US$100; OR (B) TOTAL FEES PAID OR PAYABLE TO IMPRINT REGISTRY HEREUNDER THE RELEVANT ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

IMPRINT REGISTRY WILL NOT BE LIABLE, WITHOUT LIMITATION, FOR ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM (A) DATA BEING "BRUTEFORCED", (B) SERVER FAILURE OR DATA LOSS, (C) FORGOTTEN PASSWORDS, (D) CORRUPTED FILES, (E) INCORRECTLY CONSTRUCTED TRANSACTIONS OR MISTYPED ADDRESSES, OR (F) "PHISHING", VIRUSES, THIRD-PARTY ATTACKS OR ANY OTHER UNAUTHORIZED THIRD-PARTY ACTIVITIES.

THE FOREGOING EXCLUSIONS OF LIABILITY AND/OR LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF IMPRINT REGISTRY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY IMPRINT REGISTRY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY IMPRINT REGISTRY’S FRAUD OR FRAUDULENT MISREPRESENTATION. Some jurisdictions do not allow the exclusion or limitation of certain liabilities, so some of the above limitations or exclusions may not apply to You.

10. Term and Termination

10.1 Term

This Agreement shall become effective on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall continue in full force and effect for the subscription and/or service period set forth in each Order.

10.2 Termination for Breach; Suspension

Either Party may terminate this Agreement by written notice to the other Party if the other Party commits a material breach of this Agreement and such breach remains uncured for thirty (30) days following written notice of breach by the terminating Party; provided, however, that Imprint Registry may immediately terminate the Agreement without refund, upon written notice to You, in the event that: (a) You violate Section 3.2; or (b) You fail to pay any amount owed under an Order within ten (10) days after the due date. In addition, Imprint Registry will have the right, without notice to You, to suspend Your access to the Services if You breach this Agreement or otherwise engage in any activity that threatens the security or operation the Services.

10.3 Effect of Expiration or Termination; Survival

Upon the expiration or termination of this Agreement for any reason: (a) You will immediately cease all access to and use of the Services; (b) all licenses granted hereunder will immediately terminate (except for any license expressly stated to be perpetual) and Imprint Registry will immediately cease providing Services to You; (c) You shall, within thirty (30) days of expiration or termination, pay to Imprint Registry all outstanding accrued and payable amounts owed by You to Imprint Registry under this Agreement; and (d) Sections 1, 3.2, 3.3, 4, 5.3, 6, 7.2, 8, 9, 10.3 and 11 shall survive. Neither Party will be liable for exercising any termination right in accordance with this Agreement. Except as expressly provided, expiration or termination of this Agreement shall not release either Party from any liability or obligation that had already accrued as of the effective date of expiration or termination, and the expiration or termination shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages, injunctive relief, or otherwise, which a Party may have hereunder at law, in equity or otherwise or which may arise out of or in connection with such termination.

11. Miscellaneous

11.1 Notice to United States Government End Users

If You are the U.S. Government or if You are a contractor or subcontractor (at any tier) of the U.S. Government and are accessing the Services for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, You acknowledge that by using the Services and all associated software and technology of Imprint Registry qualify as commercial computer software and that any associated documentation qualifies as commercial computer software documentation within the meaning of the applicable acquisition regulations. The terms and conditions of this Agreement are fully applicable to the Government’s use of the Services and associated software and documentation, and shall supersede any conflicting terms or conditions, unless otherwise prohibited by federal law or regulation.

11.2 Compliance with Law

You represent and warrant that: (a) You are not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a country or region that is subject to a U.S. Government embargo (currently, Crimea, Cuba, Iran, North Korea, Syria and Venezuela); and (b) You are not on or, directly or indirectly, owned, in whole or part, by any person or persons on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any other U.S. government list of parties with respect to which transactions are forbidden or restricted. You shall not export, re-export, import, or transfer any good, service or other item that You received from Imprint Registry or Your right to access the Services in violation of U.S. law or in any manner that is forbidden for U.S. citizens, including, without limitation, transfer to a country or region that is subject to a U.S. government embargo, and You shall not assist or facilitate others in doing any of the foregoing. You acknowledge that it is Your responsibility to comply with any and all applicable export and import and economic sanctions laws.

11.3 Force Majeure

Imprint Registry shall not be liable to You for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by any cause beyond Imprint Registry’s reasonable control.

11.4 Assignment

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, without securing such prior consent, either Party shall have the right to assign this Agreement and the obligations hereunder to any Affiliate or to any successor of such Party by way of merger, consolidation, reorganization or in connection with the acquisition of at least a majority of the business and assets of the assigning Party relating to the Agreement. This Agreement shall be binding on, and shall inure to the benefit of, the authorized successors and assigns of the Parties. Any attempt to assign other than in accordance with this provision shall be null and void.

11.5 Notice

Any notice required or permitted to be given by Imprint Registry under this Agreement shall be in writing and shall be delivered to the email address You provided in connection with ordering any Services, by means of a service notice within Your account, or via registered mail return receipt requested or an internationally recognized courier addressed to the address You provided in connection with ordering any Services. Any notice required or permitted to be given by You under this Agreement must be sent to Imprint Registry via email to info@imprintregistry.com. Any such notice will be deemed to have been given when sent.

11.6 Independent Contractors

The Parties acknowledge that the relationship of You and Imprint Registry is that of independent contractors and that nothing contained in this Agreement shall be construed to place You and Imprint Registry in the relationship of principal and agent, master and servant, partners or joint venturers.

11.7 Dispute Resolution

If any dispute arises under this Agreement, each Party shall submit the dispute for resolution by a level of employee or officer with decision-making authority. If the dispute cannot be resolved in thirty (30) days, either Party may pursue all available remedies at law or in equity.

11.8 Arbitration Agreement

a. Upon receipt of written notice of a Dispute (defined below) from the other Party, an executive of each Party shall (in good faith and confidentially) meet and attempt to resolve the Dispute within thirty (30) days. If the Dispute is not resolved during such time period, then an executive of each Party shall (in good faith and confidentially) meet and attempt to resolve the Dispute through non-binding confidential mediation with a mutually agreed upon mediator within thirty (30) additional days. If the Dispute is not resolved within such time period, the Dispute shall be resolved per the confidential arbitration terms below.

b. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING REGARDING THE SCOPE, APPLICABILITY, OR ENFORCEABILITY OF THIS ARBITRATION AGREEMENT), OR ANY OTHER DISPUTE, CLAIM, OR CONTROVERSY BETWEEN THE PARTIES (EACH, A “DISPUTE”), SHALL BE DETERMINED EXCLUSIVELY BY NEUTRAL, FINAL, BINDING AND CONFIDENTIAL ARBITRATION, UNDER THE U.S. FEDERAL ARBITRATION ACT. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE.

c. The arbitration shall be administered before a single arbitrator located in the State of Delaware to be selected by Imprint Registry. Each of the Parties shall maintain the confidential nature of any such arbitration and shall not (without the prior written consent of the other Party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. Discovery shall be limited to an exchange of relevant documents, unless the arbitrator determines that additional discovery is necessary, consistent with the expedited nature of arbitration. The arbitrator shall issue a written statement setting forth the award, which shall be final and binding, and the basis therefore. The arbitrator shall have the power to award any type of relief that would be available in a court of competent jurisdiction.

d. EACH PARTY AGREES THAT IT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

e. Notwithstanding anything to the contrary, either Party may seek remedies outside of informal dispute resolution, mediation, and arbitration for: (i) claims that qualify for small claims court; (ii) provisional or preliminary injunctive or other equitable relief; or (iii) trademark and other intellectual property claims. Any Dispute that is not subject to arbitration (e.g., if arbitration is deemed unenforceable or inapplicable) shall be, and any judgement on any arbitration award may be, brought in the U.S. District Court for the State of Delaware and the parties hereby consent to the exclusive personal jurisdiction and venue of such courts.

f. This Agreement and any Disputes will be governed, controlled, and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Notwithstanding the foregoing, to the extent such laws are inconsistent with the Federal Arbitration Act, the Federal Arbitration Act will govern.

11.9 Entire Agreement

This Agreement, together with any membership subscriptions, embodies the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof. For avoidance of doubt, the Parties agree that no terms in any form purchase order or other document that either Party may deliver, or imposed by any governmental acquisition regulation, whether or not signed by the other Party, shall be deemed to modify or amend the terms of this Agreement and any such additional or inconsistent terms shall automatically be deemed unacceptable to and rejected by both Parties, and, as such, null and void and of no force and effect.

11.10 Amendment; Waiver

Except as otherwise provided in the introductory section of this Agreement, no amendment of any provision of this Agreement shall be effective unless set forth in a writing signed by a representative of You and Imprint Registry, and then only to the extent specifically set forth therein. No course of dealing on the part of either Party, nor any failure or delay by either Party with respect to exercising any of its rights, powers or privileges under this Agreement or law shall operate as a waiver thereof. No waiver by either Party of any condition or the breach of any provision of this Agreement in any one or more instances shall be deemed a further or continuing waiver of the same or any other condition or provision.

11.11 Severability

If any term of this Agreement or part hereof not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable, it is the intention of the Parties that the remaining terms hereof or part hereof shall constitute their agreement with respect to the subject matter hereof and thereof and all such remaining terms, or parts thereof, shall remain in full force and effect. To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision which will implement the commercial purpose of the illegal, invalid or unenforceable provision.

11.12 Customer List

Unless You notify Imprint Registry in writing that You do not wish for Imprint Registry to list Your name and logo, Imprint Registry will have the right to include, on its website and sales collateral, Your name and Your logo (if any) in lists that identify customers of the Services.

11.13 Headings

The headings contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.