Coachella NFT Purchase and License Agreement

This Coachella NFT Purchase, and License Agreement (this “Agreement”) is a legally binding agreement by and between Coachella Music Festival LLC (“Coachella” or “us” or “we”) and any owner of any Coachella NFT (defined below) (“you” or “Purchaser”). Coachella and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. This Agreement governs the rights and obligations with respect to a Coachella NFT. By purchasing a Coachella NFT, you acknowledge that you have carefully read and agree to the terms of this Agreement.

WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND Coachella THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTIONS 14 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 15 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 14 (GOVERNING LAW) WILL APPLY INSTEAD.

Note: For certain rewards and activities, you will be required to create an OpenSea account.  Creating an account will require the collection of personal information for identity verification purposes.  Purchasers who do not create an OpenSea account and/or if their OpenSea account is not approved by OpenSea via the verification process will be disqualified. POTENTIAL PURCHASERS ARE SUBJECT TO VERIFICATION AND LIMITED BACKGROUND CHECKS AS DESCRIBED BELOW BY OPENSEA, WHOSE DECISIONS ARE FINAL AND BINDING.  PURCHASER IS NOT A COACHELLA NFT WINNER UNLESS AND UNTIL ITS ELIGIBILITY AND COMPLIANCE WITH ALL REQUIREMENTS TO CLAIM THE REWARDS SET FORTH IN 3(B) AND 3(C) HAS BEEN VERIFIED AND FULFILLED, AND PURCHASER HAS BEEN NOTIFIED THAT VERIFICATION IS COMPLETE.

1. Agreement to Terms. “Coachella NFT” means a non-fungible token (NFT) (i.e., a controllable electronic record recorded on a blockchain) that, as of its genesis issuance, is linked to a display of Coachella Art. The Coachella NFTs are controllable electronic records recorded on the Solana blockchain. “Coachella Art” means the digital art for Coachella that is provided by and owned by Coachella and is linked to the Coachella NFTs. This Agreement governs your participation in the Primary Transactions on https://opensea.io/collection/coachella-throwback-trunk, https://opensea.io/collection/coachella-vip-keepsake (the “Coachella NFT Website”), which is facilitated on a platform created and operated by Ozone Networks, Inc. dba Opensea (“OpenSea”), as well as Secondary Transactions between Transferors and Transferees (as defined below). OpenSea is not a party to this Agreement but your access and use of the OpenSea platform is subject to OpenSea’s posted Terms of Service, available here: https://opensea.io/tos. Coachella NFTs may be available for purchase on one or more third-party platforms (each, a “NFT Marketplace”). The access and use of the NFT Marketplace are subject to the separate terms of the NFT Marketplace

2. Purchase of a Coachella NFT.

(a) Purchasing the Coachella NFT. Your purchase of the Coachella NFT is conditioned upon the following terms being met: (i) Your payment and OpenSea’s receipt of the Primary Transaction Purchase Price, (ii) Your provision of OpenSea’s self-custodied digital wallet product (“Wallet”) to which Your Coachella NFT will be delivered; and (iii) Your successful completion (as determined by Coachella in its sole discretion) of any applicable diligence, including without limitation any Know Your Consumer, anti-money laundering, sanctions, and other processes as requested by OpenSea. If You fail to meet any of the conditions above, Coachella may suspend the delivery of the purchased Coachella NFT or if such conditions have not been met within the ten (10) calendar days following the purchase, terminate the Primary Transaction (as defined in Section 3(f)).

(b) Transfer Timing. Coachella’s transfer of the Coachella NFT to the applicable Wallet may take up to ten (10) days.

(c) Conduct. As a condition to Your purchase of a Coachella NFT, You agree:

1. that You will not attack, hack, DDOS, interfere with, or otherwise tamper with the smart contract associated with any Coachella NFT;
2. that you will not participate in the purchase of a Coachella NFT to conceal or transfer proceeds relating to criminal activity;
3. that you will comply with all applicable laws related to participation in the purchase of a Coachella NFT and that Coachella may be obligated to report purchases, including buyer and price, to certain governmental authorities; and,
4. that digital assets, such as NFTs, may be volatile assets that often experiences periods of high price volatility and instability. Often a consequence of rapidly changing prices and demand, the Solana blockchain can also experience significant periods of network congestion, slow to stagnant processing speeds, and unpredictable failures.

3. Ownership of a Coachella NFT.

(a) When Purchaser acquires a Coachella NFT, Purchaser owns all personal property rights to that Coachella NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Coachella NFT). Such rights, however, do not include the ownership of the intellectual property rights in the Coachella Art. Such rights are licensed pursuant to Section 4 below.

(b) Where specified in the initial sale description and in the NFT metadata, Ownership of a Coachella NFT purchased in a Primary Transaction will entitle the Purchaser to receive additional tangible rights relating to the Coachella Valley Music & Arts Festival (the “Festival”), which may only be redeemed as described therein (the “IRL Benefits”). IRL Benefits are only valid for the Festival held in Indio, California in April. You must redeem the IRL Benefits by the date specified in the sales post or metadata link or the IRL Benefits will be forfeited for that year. In the event a Festival is not held for any reason, You will not receive the IRL Benefits. IRL Benefits are valid so long as the Festival is produced by Goldenvoice LLC. If any IRL Benefits are unavailable, Coachella reserves the right to substitute for different benefits in its reasonable discretion, which may not have the same value (objective or subjective) as the IRL Benefits. All use of or access to the IRL Benefits are subject to festival rules and regulations at all times, specifically including, where any license to attend the Festival is part of the IRL Benefit, the Festival Ticket Terms found here: https://www.aegpresents.com/festival-ticket-terms/ as such may be updated or modified from time to time.  IRL Benefits have no cash value and are not redeemable or exchangeable for other consideration.

(c) Coachella is not responsible if the Festival is delayed, postponed or cancelled for any reason, if the IRL Benefits are unavailable for any reason, or where the Purchaser’s is deemed ineligible to participate for reasons outside of Coachella’s control (including, without limitation, Purchaser’s failure to timely redeem the IRL Benefit; or, failure to provide complete or timely registration or health and safety information) in which event some or all of IRL Benefits may be forfeited in its entirety and no substitution will be provided except as in Coachella’s sole discretion. Coachella is not responsible for travel disruptions, flight cancellations or delays, or cancellation or postponement of the Festival or any related activities for any reason, including but not limted to, COVID-19 outbreaks and protocols, other illness or any other reason.

(d) Any expenses and incidental travel costs, including, but not limited to, air transportation; ground transportation; transfers; meals; beverages; mini-bar; insurance; gratuities; souvenirs, etc. are the sole responsibility of the Purchaser. Purchaser must possess necessary travel documents, e.g., Federal or state issued ID, at least seven (7) days prior to travel.

(e) Purchaser represents and warrants that it will not transfer a Coachella NFT in any subsequent transaction to a Transferee that is (i) 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; or is (ii) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”). A “Secondary Transaction” means any transaction in which a Coachella NFT is sold by one owner to another owner or is otherwise transferred in any manner that is not a Primary Transaction; and “Primary Transaction” means a transaction facilitated through the Coachella NFT Website in which a Coachella NFT is first sold.

4. License to Coachella Art.

(a) Non-Commercial License to Coachella Art: Subject to your compliance with this Agreement, Coachella hereby grants to you, for so long as you own the Coachella NFT (as recorded on the relevant blockchain) a non-exclusive, royalty-free license, with no right to sublicense, (i) to use, copy, and display the Coachella Art associated with your purchased Coachella NFT for your own personal, non-commercial use (e.g., home display or as a social media avatar), including to create a reasonable number of back-up copies of such Coachella Art and a physical print out of the Coachella Art, each to be retained only for so long as you own the associated Coachella NFT; and (ii) to sell or otherwise transfer the associated Coachella NFT consistent with the ownership of it (e.g., posting the Coachella Art on a sales listing on an NFT marketplace) (the “Non-Commercial License”). For the avoidance of doubt, Purchaser may not appropriate the artwork itself for commercial purposes, including the creation of merchandise for sale without the written permission of Coachella nor exhibit the work for commercial purposes, including but not limited to, exhibiting the display in admission fee galleries or museums or using the Coachella Art for commercial purposes except as provided above.

(b) Transferability. The Non-Commercial License is non-transferrable, except that they will automatically transfer in connection with the transfer of a Coachella NFT, to the extent such transfer is made in compliance with this Agreement.

5. Reservation of Rights.

(a) General. All rights in and to the Coachella Art not expressly provided for in this Agreement are hereby reserved by Coachella. The Coachella Art is licensed, not sold. Coachella owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Coachella Art. Without limitation, Purchaser shall not, nor permit any third party to do or attempt to, do any of the following without express prior written consent from Coachella: (i) modify the Coachella Art except as expressly permitted herein; (ii) use the Coachella Art to advertise, market, or sell any product or service; (iii) use the Coachella Art in connection with media that depicts hate speech, offensive behavior, violence, cruelty, or illegal activities;(iv) attempt to register any trademark, copyright, or otherwise acquire intellectual property rights in or to the Coachella Art; (v) represent or imply that your exercise of the Non-Commercial License is endorsed by or affiliated with Coachella; or (vi) make defamatory or dishonest statements about Coachella, Coachella NFTs, or otherwise damage the goodwill, value or reputation of Coachella or the Coachella NFTs.

(b) No Rights to Trademarks. For avoidance of doubt, the foregoing license does not include the right to, and you may not, use any Coachella trademarks (e.g., Coachella or Coachella NFTs). No trademark or other rights based on designation of source or origin are licensed to you. You may not register domain names, social media accounts or related addresses include or may be confusingly similar any Coachella trademarks.

(c) Enforcement. Coachella reserves the exclusive right to: (1) register and otherwise protect all intellectual property and other rights in any to the Coachella Art and (2) enforce the intellectual property rights in and to the Coachella Art.

(d) Right to Interpret and Clarify. Coachella and Purchaser recognize that the grant of rights reflected in Sections 3 and 4 and corresponding reservation of rights in Section 5 is novel and unforeseen circumstances may require clarification. As such, Coachella reserves the right to interpret and clarify the terms of this Agreement in relation to such circumstances it deems novel or unforeseen.

6. Fees and Purchaser Obligations.

(a) Purchase and Sale. You hereby agree to purchase the Coachella NFT at purchase price as determined at the Coachella NFT Website (the “Primary Transaction Purchase Price”).

(b) Purchaser Qualification. You represent and warrant that You (i) 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) are not listed on any U.S. Government list of prohibited or restricted parties.

(c) Form of Payment. Coachella agrees to accept payment for the Primary Transaction Purchase Price in a format OpenSea may elect to accept

(d) Gas Fees. By buying or selling a Coachella NFT on the Coachella NFT Website or any other platform, You agree to pay all applicable fees and, if applicable, You authorize OpenSea to automatically deduct fees (including any transaction fees, or Gas Fees, as applicable) directly from Your payments for the Primary Transaction or subsequent Secondary Transactions. “Gas Fees” fund the network of computers that run the decentralized Solana network, meaning that You will need to pay a Gas Fee for each transaction that occurs via the Solana network. Neither Coachella nor OpenSea have any insight into or control over these payments or transactions, nor does Coachella or OpenSea have the ability to reverse any transactions. Accordingly, Coachella and OpenSea 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 of the Coachella NFTs that You engage in.

(e) Transfers: All Secondary Transactions are subject to the following terms: (i) the Coachella NFT transferee (the “Transferee”) shall, by purchasing or otherwise receiving the Coachella NFT, be deemed to accept all of the terms of this Agreement (other than with respect to Sections 4(a) and 4(b)); (ii) the Coachella NFT transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, and (iii) Coachella shall be entitled to five percent (5%) of the gross amounts paid by the Transferee (the ““Royalty Payment”). Coachella shall be paid on the same terms and at the same time as Transferor is paid by the Transferee. You acknowledge and agree that the amounts payable to Coachella under this Section herein does not include, and is not intended to cover any additional fees, including Gas Fees imposed or required by the transferring platform through which You transfer the Coachella NFT.

7. Coachella’s Rights and Obligations to the Coachella Art and Coachella NFTs. The Parties acknowledge and agree that Coachella is not responsible for the ultimate rendering of the Coachella Art. Coachella reserves the right, in its sole discretion, to terminate, modify or suspend Coachella NFT sales in whole or in part, if in Coachella’s opinion (a) the Coachella NFT sales or the Festival are not capable of running as planned by reason of the occurrence of any event beyond its control including, but not limited to, fire, flood, epidemic, pandemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, communications,  equipment failure, utility or service interruptions, riot or civil disturbance, terrorist threat or activity, war (declared or undeclared), interference with the Coachella NFT sale by any party, or any federal, state, local or provincial government law, order, or regulation, order of any court or jurisdiction, or other cause not reasonably within Coachella’s control, or (b) any other factors beyond Coachella’s reasonable control corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Coachella NFT sales, in all instances without liability to You.

8. Warranty Disclaimers and Assumption of Risk. Purchaser represents and warrants that it (a) is the age of majority in Purchaser’s place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into this Agreement, (b) that Purchaser will use and interact with its purchased Coachella NFTs and Coachella Art only for lawful purposes and in accordance with this Agreement, and (c) that Purchaser will not use its purchased Coachella NFTs or Coachella Art to violate any law, regulation or ordinance or any right of Coachella, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Purchaser further agrees that it will comply with all applicable law.

THE COACHELLA NFTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, Coachella EXPLICITLY DISCLAIMS ANY IMPLIED 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. Coachella makeS no warranty that THE Coachella NFTs will meet Purchaser’s requirements or be available on an uninterrupted, secure, or error-free basis. Coachella makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content RELATED TO THE Coachella NFTs.

COACHELLA WILL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF AN COACHELLA NFT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO COACHELLA NFT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE Coachella NFTS.

COACHELLA NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH Coachella DOES NOT CONTROL. Coachella AND OpenSea DO NOT GUARANTEE THAT Coachella OR ANY Coachella PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY COACHELLA NFT. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS PURCHASER PURCHASES THROUGH THE NFT MARKETPLACE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, Coachella MAKEs NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE NFT MARKETPLACE OR ANY PURPORTED SUBSEQUENT TRANSACTIONS.

Coachella and OpenSea ARE not responsible any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of Coachella NFTs. Coachella IS not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting Coachella NFTs, including forks, technical node issues or any other issues having fund losses as a result.

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

9. Assumption of Risk. Purchaser accepts and acknowledges all risks associated with the following:

(a) Purchaser is solely responsible for determining what, if any, taxes apply to Purchaser’s purchase, sale, or transfer of Coachella NFTs. Neither Coachella nor OpenSea are responsible for determining or paying the taxes that apply to such transactions.

(b) Coachella does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by Coachella. Transactions in Coachella NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of a Coachella NFTs shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.

(c) There are risks associated with using an Internet based digital asset, 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. Coachella will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting Coachella NFT transactions, however caused. Coachella does not store your password, passkey, private key or other credentials needed to access the Coachella NFT following sale, and will not be able to recover such items if you should lose them. You should keep a copy of your password, private key or passkey in a secure location.

(d) Digital assets, including blockchain based assets such as a Coachella NFTs, are subject to developing laws and regulations throughout the world.

(e) Transactions involving a Coachella NFTs may rely on third-party platforms to perform transactions. If Coachella is unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if Coachella violates or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and interactions of a Coachella NFTs will suffer.

10. Links to Third Party Websites or Resources. Use and interaction of Coachella NFTs and Coachella Art may allow Purchaser to access third-party websites or other resources. Coachella provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. Purchaser acknowledges sole responsibility for and assumes all risk arising from Purchaser’s use of any third-party resources. Under no circumstances shall Purchaser’s inability to view its Coachella Art on a third-party website serve as grounds for a claim against Coachella.

11. Termination of License to Coachella Art. Purchaser’s license to the Coachella Art shall automatically terminate and all rights shall revert to Coachella if at any time: (i) Purchaser breaches any portion of this Agreement or (ii) Purchaser engages in any unlawful activity related to a Coachella NFT (including transferring a Coachella NFT to a Prohibited Transferee). Upon any termination, discontinuation or cancellation of Purchaser’s license to Coachella Art, Coachella may disable Purchaser’s access to the Coachella Art and Purchaser shall delete, remove, or otherwise destroy any back up or single digital or physical copy of the Coachella Art. Upon any termination, discontinuation or cancellation of the license in this Agreement, the following Sections will survive: 3, 5, 7 through 16.

12. Indemnity. Purchaser shall defend, indemnify, and hold Coachella and OpenSea harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using a Coachella NFTs whether or not such person personally purchased a Coachella NFTs) against Coachella, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) your access to or use of the NFT Marketplace or (b) your breach of this Agreement.

13. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Coachella NOR ITS SERVICE PROVIDERS (INCLUDING OpenSea TRADING LTD.) INVOLVED IN CREATING, PRODUCING, OR DELIVERING A COACHELLA NFT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY 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 COACHELLA NFTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH COACHELLA NFTS OR ACCESS THE COACHELLA ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Coachella OR ITS SERVICE PROVIDERS HAS 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 Coachella’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH A COACHELLA NFT OR ACCESS THE COACHELLA ART EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

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

14. Governing Law and Forum Choice. This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that Purchaser and Coachella are not required to arbitrate will be the state and federal courts located in the state of California, Central District, and Purchaser and Coachella each waive any objection to jurisdiction and venue in such courts.

15. Dispute Resolution.

(a) Mandatory Arbitration of Disputes. The Parties each agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof of a Coachella NFT transaction (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Coachella agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Coachella 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 15(a) above: (i)  both Parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) both Parties 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 at www.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 at www.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 Coachella won’t seek to recover the administration and arbitrator fees Coachella is responsible for paying, unless the arbitrator finds your Dispute frivolous. If Coachella prevails in arbitration Coachella will pay for all of its 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 15(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 Coachella 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 COACHELLA 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 15(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.

16. General Terms. This Agreement will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns, in particular any Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the Party or Parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the Parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner. The Parties hereby designate OpenSea as a third-party beneficiary of Section 6(e), having the right to enforce Section 6(e) of this Agreement. Except as set forth in Section 6(e) of this Agreement with regards to OpenSea, nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the Parties’ intent as manifested herein. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Any notices or other communications provided by Coachella under this Agreement be given by contacting the Purchaser at the contact information provided on Coachella NFT Website or directly to Coachella. Purchaser may give notice to Coachella by contacting the Coachella at the contact information provided on the Coachella NFT Website or other NFT Marketplace or at [Innovation@Coachella.com]. Notice is effective upon receipt. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.