Node Purchase and Sale Agreement
Last Updated: June 22, 2024 This iAgent Node NFT Purchase and License Agreement (this “Agreement”) is a legally binding agreement by and between iAgent Consulting Inc. (“iAgent” or “us”) and any holder of any iAgent NFT (defined below) (“you” or “Holder”). iAgent and each Holder may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. By purchasing or otherwise holding an iAgent 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 iAgent 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 14 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 13 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.
AGREEMENT TO TERMS
“iAgent NFT” refers to a non-fungible token (NFT) (i.e., a controllable electronic record recorded on a blockchain) that is minted by a smart contract deployed to the Ethereum blockchain at address 0xff51A51F38F26BC03085642aA1a7082D7845c94d and 0xff51A51F38F26BC03085642aA1a7082D7845c94d, as applicable (the “iAgent Smart Contract”), and that, as of its issuance, is linked to an image of iAgent Art, as applicable. “iAgent Art” means the digital art, e.g., a particular character or other 3D interactive asset with a combination of traits and statistics based on rarity, which may be from the iAgent, or iAgent collections linked to a particular iAgent NFT, which images consists of elements compiled by the underlying iAgent Smart Contract, and owned by iAgent.
Additional Terms: iAgent NFTs may be available for purchase on one or more platforms, including but not limited to a platform with a website and interface located at https://nodeops.xyz (each, a “NFT Site”), which is not owned or operated by us. The access and use of the NFT Site is subject to the separate terms of the NFT Site. If there is a conflict between the NFT Site terms and this Agreement with respect to the iAgent NFT and/or the iAgent Art, this Agreement controls.
OWNERSHIP OF IAGENT NFT
When Holder holds an iAgent NFT and owns a digital wallet that holds such iAgent NFT, as recorded by the iAgent Smart Contract, Holder owns all personal property rights to that iAgent NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that iAgent NFT). Such rights, however, do not include the ownership of the intellectual property rights in the iAgent Art. Such rights are licensed pursuant to Section 3 below. In accordance with your personal property rights, as identified above, at no point may we seize, freeze, or otherwise modify the ownership of any iAgent NFT.
You may participate in the sale and purchase of the iAgent NFT by linking your digital wallet(s) on supported bridge extensions, which allows you to purchase, store, and engage in transactions using a currency acceptable to us. Before purchasing an iAgent NFT, we may ask you to download a supported electronic wallet extension and connect and unlock your digital wallets with that extension. Once you submit an order to sell or purchase an iAgent NFT, your order is passed on to the applicable extension, which completes the transaction on your behalf. You may also use a credit card to purchase an iAgent NFT via our third-party payment processors.
Holder represents and warrants that it will not transfer an iAgent 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 an iAgent NFT is sold by one holder to another holder after the initial purchase of the iAgent NFT.
Holders may be offered utility, benefits, or entitlements, including, but not limited to, use of the iAgent NFT in connection with the iAgent Discord and website (collectively, “Services”) from time to time, but this Agreement does not confer any Services except as granted by the licenses set forth in Section 3. iAgent makes no assurances of any Utility. Any Utility may be subject to other terms and conditions. iAgent will not be responsible in any manner for any Utility offered by any third party.
iAgent has no obligation to support the resolution of, or resolve any, dispute that may arise between iAgent NFT holders.
LICENSE
Non-Commercial License. Subject to your compliance with this Agreement, iAgent hereby grants to you, for so long as you hold a iAgent NFT (as recorded by the iAgent Smart Contract), a non-exclusive, worldwide, royalty-free, revocable license, with no right to sublicense, to use, copy, display the iAgent Art linked to your purchased iAgent NFT for the following purposes: (i) for your own personal, non-commercial use, including to create a reasonable number of back-up copies and a physical print out, each to be retained only for so long as you hold the associated iAgent NFT; (ii) to sell or otherwise transfer the associated iAgent NFT consistent with the ownership of it (e.g., posting a sales listing on NFT Site); and (iii) to use it in connection any third party offering compatible with the iAgent NFT.
Commercial License. Subject to the terms of this Agreement, iAgent does not grant you the right to use your iAgent NFT for commercial purposes (“Commercial Purposes”).
Transfer. The licenses in Section 3 are non-transferrable, except that they will automatically transfer in connection with a transfer of the iAgent NFT (as recorded by the smart contract). Upon a transfer, the licenses in Section 3 granted to you will terminate immediately.
RESERVATION OF RIGHTS
General. All rights in and to the iAgent Art not expressly provided for in this Agreement are hereby reserved by iAgent. The iAgent Art is licensed, not sold. iAgent owns and will retain all title, interest, ownership rights and intellectual property rights in and to the iAgent Art. For clarity, nothing in this Agreement will prevent iAgent, its representatives, or any of its affiliates from using, copying, or displaying the iAgent Art associated with your iAgent NFT for any marketing and promotional content or other iAgent projects, or from allowing third-party service providers to do the same, without any obligation or compensation to you. Without limitation, Holder shall not, nor permit any third party to do or attempt to, do any of the following without express prior written consent from iAgent: (i) modify the iAgent Art except as expressly permitted herein; (ii) use the iAgent Art in a manner that violates applicable law; (iii) use the iAgent Art in connection with media or merchandise that promotes hate speech, illegal activities, vulgarity (e.g., pornography), offensive behavior, violence, cruelty or political statements; (iv) attempt to register any trademark, copyright, or otherwise acquire or enforce intellectual property rights in or to the iAgent Art; or (vi) make defamatory or dishonest statements about iAgent or the iAgent NFTs or otherwise damage the goodwill, value or reputation of iAgent or the iAgent NFTs.
No Rights to Trademarks. For avoidance of doubt, except to the extent that a iAgent trademark is included in the iAgent Art (in which case such use of iAgent’s trademarks will be subject to Section 3 and solely as embodied in the iAgent Art), the licenses in Section 3 do not include the right to, and you may not, use any iAgent trademarks (e.g., iAgent, or the names of any collections of iAgent NFTs). No trademark or other rights based on designation of source or origin are licensed to you. You may not use, attempt to register, or enforce any rights in any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to such trademarks.
PAYMENT, FEES AND SECONDARY TRANSACTIONS
Purchase and Sale. Holder hereby agrees to purchase the iAgent NFT at the price determined by iAgent (the “Primary Transaction Purchase Price”). Without limiting any of the foregoing, the valid execution of this Agreement, including the delivery of the iAgent NFT, shall be conditioned upon Holder’s payment of the Primary Transaction Purchase Price.
Payment. Holder covenants and agrees to pay the Primary Transaction Purchase Price to iAgent, and in any case no later than three business days after the Effective Date.
Restricted Jurisdictions. You represent and warrant that you do not reside in and are not a resident of the United States, Canada, Singapore, the United Kingdom or an OFAC blacklisted nation. Further, you agree not to use measures to circumvent our geo-fencing security measures.
Form of Payment. iAgent agrees to accept payment for the Primary Transaction Purchase Price via Ethereum or credit card; provided that iAgent may elect to accept other methods or forms of payment on an as-converted to U.S. dollars basis in its sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by iAgent or its assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply.
Gas Fees. If Holder sells, purchases, or otherwise transfers the iAgent NFT, any financial transactions that Holder engages in will be conducted solely through the Ethereum Network, the blockchain network governing the iAgent NFT, and Holder will be required to make or receive payments exclusively through the cryptocurrency wallet Holder has connected to the NFT Site. iAgent has no insight into or control over these payments or transactions, nor does iAgent have the ability to reverse any transactions. Accordingly, iAgent 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 that you engage in via the NFT Site. “Gas Fees” fund the network of computers that run the decentralized Ethereum network, meaning that Holder will need to pay a Gas Fee for each transaction that occurs via the Ethereum network. By buying or selling a iAgent NFT on the NFT Site or any other platform, you agree to pay all applicable fees and you authorize iAgent to automatically deduct fees (including any transaction fees, or Gas Fees, as applicable) directly from Holder’s payments for the Primary Transaction or subsequent Secondary Transactions.
Secondary Transactions. All Secondary Transactions of the iAgent NFTs are subject to the following terms: (a) the iAgent NFT transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the iAgent NFT or iAgent Art, be deemed to accept all of the terms of this Agreement as a “Holder” hereof; (b) the iAgent 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 (c) iAgent collection creator shall be entitled to receive five percent (5%) of the gross amounts paid by the Transferee (the “Royalty Payment”). The Royalty Payment may be changed, in accordance with Section 15 of this Agreement. Notwithstanding the foregoing, additional fees may apply based on the structure of the Secondary Transaction in question and as determined by iAgent in its sole discretion. iAgent shall be paid the Royalty Payment on the same terms and at the same time as Transferor is paid by the Transferee. Holder further acknowledges and agrees that all subsequent transactions of the iAgent NFT will be effected on the blockchain network governing the iAgent NFT, and Holder will be required to make or receive payments exclusively through its cryptocurrency wallet.
You further acknowledge and agree that all Secondary Transactions will be effected on the applicable blockchain network (e.g., Ethereum) compatible with the iAgent NFTs, and you will be required to make or receive payments exclusively through your cryptocurrency wallet.
Without limitation of any other termination rights, iAgent may suspend or terminate the license to the iAgent Art if it has a reasonable basis for believing that you have engaged in an off-chain sale of the iAgent NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of the iAgent NFT without making the applicable Royalty Payment. You, and all subsequent Transferees, shall be responsible for paying the Royalty Payment associated with the Secondary Transaction purchase price, regardless of where such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.
Except as expressly provided herein, ownership of a iAgent NFT and the licenses in Section 3 are not separable in any way. You may not engage in any transaction or activity that purports to decouple the licenses in Section 3 from your iAgent NFT.
IAGENT’S RIGHTS AND OBLIGATIONS TO THE IAGENT ART AND IAGENT NFTS
The Parties acknowledge and agree that iAgent is not responsible for repairing, supporting, replacing, or maintaining the website hosting the iAgent Art or other applications or entitlements which the iAgent NFT is compatible with, nor does iAgent have the obligation to maintain any connection or link between an iAgent NFT and the corresponding iAgent Art.
WARRANTY DISCLAIMERS AND ASSUMPTION OF RISK
Holder represents and warrants that it (a) is the age of majority in Holder’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 Holder will use and interact with the iAgent NFTs and iAgent Art only for lawful purposes and in accordance with this Agreement, and (c) that Holder will not use the iAgent NFTs or iAgent Art to violate (and Holder will otherwise not violate) any law, regulation or ordinance or any right of iAgent, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.
THE IAGENT NFTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, IAGENT 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. IAGENT MAKES NO WARRANTY THAT THE IAGENT NFTS WILL MEET HOLDER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. IAGENT MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE IAGENT NFTS.
IAGENT WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE IAGENT 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 THE IAGENT NFT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE IAGENT NFTS.
THE IAGENT 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 DISTRIBUTED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH IAGENT DOES NOT CONTROL. IAGENT DOES NOT GUARANTEE THAT iAgent CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY IAGENT NFT. HOLDER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS HOLDER PURCHASES THROUGH THE NFT SITE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, IAGENT MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE NFT SITE OR ANY PURPORTED SUBSEQUENT TRANSACTIONS.
IAGENT IS NOT RESPONSIBLE ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE iAgent NFTS, NFT SITE, OR iAgent DISCORD. iAgent IS NOT RESPONSIBLE FOR DAMAGES OR LOSSES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE iAgent 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.
ASSUMPTION OF RISK
Holder accepts and acknowledges all risks associated with the following:
The prices and liquidity of cryptocurrency assets (including any NFTs) are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the iAgent NFTs made available, which may also be subject to significant price volatility. We cannot guarantee that any holders of NFTs will not lose money.
Holder is solely responsible for assessing prior commercial uses of the iAgent Art and determining whether they affect the value or viability of any future use of the iAgent Art.
Holder is solely responsible for determining what, if any, taxes apply to Holder’s purchase, sale, or transfer of the iAgent NFTs. iAgent is not responsible for determining or paying the taxes that apply to such transactions.
iAgent does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by iAgent. Transactions of the iAgent NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the iAgent NFTs shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that Holder initiated the transaction.
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 digital wallet. iAgent will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting iAgent NFT transactions, however caused.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of a certain NFT.
Digital assets, including blockchain based assets such as the iAgent NFTs, are subject to developing laws and regulations throughout the world.
Transactions involving the iAgent NFTs may rely on third-party platforms to perform transactions. If iAgent is unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if iAgent 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 the iAgent NFTs will suffer.
By participating in the sale and purchase of the iAgent NFTs, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or other abnormal behavior. iAgent is not responsible for any issues with the blockchains, including forks, technical node issues or any other issues having fund losses as a result. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied from iAgent. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while purchasing an iAgent NFT. Accordingly, you understand and agree to assume full responsibility for all of the risks of participating in the sale and purchase of the iAgent NFT.
LINKS TO THIRD PARTY WEBSITES OR RESOURCES
Use and interaction of the iAgent NFTs and iAgent Art may allow Holder to access third-party websites (including websites that host the iAgent Art) or other resources. iAgent 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. Holder acknowledges sole responsibility for and assumes all risk arising from Holder’s use of any third-party resources. Under no circumstances shall Holder’s inability to view iAgent Art on a third-party website serve as grounds for a claim against iAgent.
TERMINATION OF LICENSE TO ART
Holder’s licenses to the iAgent Art shall automatically terminate, and all rights shall revert to iAgent if at any time: (a) Holder breaches any portion of this Agreement or (b) Holder engages in any unlawful activity related to the iAgent NFT (including transferring the iAgent NFT to a Prohibited Transferee). Upon any termination, discontinuation or cancellation of Holder’s licenses to the iAgent Art, iAgent may disable Holder’s access to the iAgent Art and Holder shall delete, remove, or otherwise destroy any back up or single digital or physical copy of the iAgent Art. Upon any termination, discontinuation or cancellation of the license in this Agreement, the following Sections will survive: 2, 4 through 15.
INDEMNITY
Holder shall defend, indemnify, and hold iAgent, its licensors and affiliates (the “Indemnified Parties”) harmless from and against any and all claims, disputes, demands, 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 the iAgent NFTs whether or not such person personally purchased the iAgent NFTs) against the Indemnified Parties, 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 Site, (b) your breach of this Agreement, and (c) your exercise of the licenses in Section 3.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER iAgent NOR ITS SERVICE PROVIDERS, INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE iAgent NFTS 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 iAgent NFTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY iAgent NFT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT iAgent 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.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL iAgent’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY iAgent NFT OR ACCESS THE iAgent ART EXCEED $100.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN iAgent AND HOLDER.
GOVERNING LAW AND FORUM CHOICE
This Agreement and any action related thereto will be governed by the laws of Panama, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 14 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that Holder and iAgent are not required to arbitrate will be the courts located in Panama, and Holder and iAgent each waive any objection to jurisdiction and venue in such courts.
DISPUTE RESOLUTION
Mandatory Arbitration of Disputes. The Parties each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof of the iAgent NFTs transaction (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. This arbitration provision shall survive termination of these Terms. You and iAgent agree to waive any right to a trial by jury.
Exceptions. As limited exceptions to Section 14(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.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and iAgent won’t seek to recover the administration and arbitrator fees iAgent is responsible for paying, unless the arbitrator finds your Dispute frivolous. If iAgent prevails in arbitration iAgent 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.
Injunctive and Declaratory Relief. Except as provided in Section 14(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 iAgent 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.
Class Action Waiver. YOU AND IAGENT 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.
Severability. With the exception of any of the provisions in Section 14(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.
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. iAgent reserves the right to clarify or amend this Agreement by publicly publishing a new version of the Agreement, including, but not limited to the NFT Site, or any successor website. 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. 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”. Holder may give notice to iAgent by contacting iAgent at support@iAgent.io. Notice is effective upon receipt.
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