NFT Purchase Agreement | Passport Bros LLC

PASSPORT BROS LLC

NFT Purchase Agreement

This NFT Purchase Agreement (this “Agreement”) is a legally binding agreement by and between PASSPORT BROS LLC (“Passport Bros LLC,” “we” or “us”) and the initial and any subsequent purchaser of this Passport Bros LLC NFT (defined below) (“you” or “Purchaser”). PASSPORT BROS LLC and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”.

WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (EXCEPT AS SPECIFIED BELOW) TO RESOLVE ANY DISPUTE BETWEEN YOU AND PASSPORT BROS LLC THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 10 “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 10 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 9 “GOVERNING LAW” OR RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS AN OBLIGATION ON PASSPORT BROS LLC TO CREATE AND/OR PROVIDE ANY ACCESS RIGHTS, UTILITY RIGHTS OR ANY OTHER RIGHTS IN GENERAL IN RELATION TO YOUR PASSPORT BROS NFT(S). FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS AN OBLIGATION ON PASSPORT BROS LLC TO CREATE AND/OR PROVIDE ANY REPLACEMENTS, SUBSTITUTIONS OR UPGRADES TO YOUR PASSPORT BROS NFT(S).

1. AGREEMENT TO TERMS.
(a) General. By purchasing a PASSPORT BROS NFT, you acknowledge that you have carefully read and agree to the terms of this Agreement. “PASSPORT BROS NFT” means a non-fungible token (NFT) (i.e. a controllable electronic record recorded on a blockchain). Each PASSPORT BROS NFT is digital in nature and is not linked to and is not sold together with (i) any items or representations that have physical dimensions such as mass or volume, (ii) any Access Rights (as defined below), or (iii) any Utility (as defined below) as of the time of purchase. This Agreement governs your participation in the Primary Transactions on Rarible (https://rarible.com/), Opensea (https://opensea.io/), PASSPORT BROS (https://www.theofficialpassportbros.com/) and/or all other marketplaces and platforms that enable the transactions of NFTs (the “Websites”) as well as Secondary Transactions between Transferors and Transferees (as defined below). By purchasing a Passport Bros NFT, you acknowledge that you have carefully read that the royalty fee for a PASSPORT BROS NFT is 50% on Rarible (https://rarible.com/), 10% on Opensea (https://opensea.io/) and a minimum of 1% on all other marketplaces and platforms that enable the transactions of NFTs (i.e. non-fungible tokens). By purchasing a PASSPORT BROS NFT, you agree to abide by the Websites' terms relating to the enforcement of royalty fees for NFT creators as well as the terms of this Agreement or whichever terms take precedent in helping protect a NFT creator’s long-term project revenue from policy changes on royalties set by marketplaces. By purchasing a PASSPORT BROS NFT, you acknowledge that any PASSPORT BROS LLC entity or any entity associated or affiliated with PASSPORT BROS LLC and/or their respective parents, subsidiaries and affiliated entities reserves the right to enforce the listed price(s) and royalty fee(s) for every PASSPORT BROS NFT by way of the terms of this agreement. By purchasing a PASSPORT BROS NFT, you acknowledge that any PASSPORT BROS LLC entity or any entity associated or affiliated with PASSPORT BROS LLC and/or their respective parents, subsidiaries and affiliated entities reserves the right to enforce the terms of this agreement without hindrance and upon acceptance of this agreement by way of purchase you agree to pay a penalty no lower than one-hundred dollars ($100) per violation of the terms of this agreement in the event of a breach of this agreement on your behalf.
(b) Additional Terms. The access and use of the Websites are subject to the separate terms of the Websites available at Rarible (https://static.rarible.com/terms.pdf), Opensea (https://opensea.io/tos), www.theofficialpassportbros.com/policies/terms-of-service) and all other marketplaces and platforms that enable the transactions of NFTs (i.e. non-fungible tokens): Purchaser further acknowledges that Purchaser has carefully read and has accepted the (i) Websites' Terms of Service (the “Websites' Terms”) and (ii) the Websites' Privacy Policy (the “Websites' Privacy Policy”), which are available at Rarible (https://static.rarible.com/privacy.pdf), Opensea (https://opensea.io/privacy), www.theofficialpassportbros.com (https://www.theofficialpassportbros.com/policies/privacy-policy) and all other marketplaces and platforms that enable the transactions of NFTs (i.e. non-fungible tokens), because the Websites' Terms and the Websites' Privacy Policy govern their use of their Websites. This Agreement controls if there is a conflict between, on the one hand, any of the Websites' Terms or the Websites' Privacy Policy, and, on the other hand, this Agreement, with respect to PASSPORT BROS LLC and Passport Bros NFTs.

2. OWNERSHIP OF PASSPORT BROS NFT.
(a) When Purchaser acquires a Passport Bros NFT, Purchaser owns all personal property rights to that Passport Bros NFT (e.g., the right to freely sell, transfer or otherwise dispose of that Passport Bros NFT). No other rights of any kind or nature with respect to the Passport Bros NFT or any image or other intellectual property associated with, related to, or linked to, a Passport Bros NFT are granted or licensed to Purchaser.
(b) Ownership of a Passport Bros NFT may following the date hereof entitle the Purchaser to certain tangible or rights, benefits, interests, preferences or privileges herein offered from time to time by PASSPORT BROS LLC or third parties in their respective sole discretion (“Access Rights”). Access Rights, if any, will be offered pursuant to separate terms (whether written or unwritten) published from time to time by PASSPORT BROS LLC, or the applicable third party.
(c) Ownership of a Passport Bros NFT may following the date hereof entitle the Purchaser to certain rights, benefits, entitlements, interests, preferences or privileges (collectively, “Utility”) from time to time (e.g., This token is verifiable for a digital membership, admission and/or pass card), which the PASSPORT BROS LLC Founder and/or CEO reserves the right to revoke, reinstate and update at will without cause and are available to read on our Website (https://www.theofficialpassportbros.com) and/or any other website/webpage that PASSPORT BROS LLC may use to display the aforementioned "Utility". PASSPORT BROS LLC makes no assurances of any Utility offered or proposed to be offered by PASSPORT BROS LLC and upon acceptance of this Agreement by way of purchase neither PASSPORT BROS LLC and its affiliated entities nor the PASSPORT BROS LLC Founder and/or CEO shall be held liable for any damages and expenses (including attorneys fees) arising from all purchases or secondary sales of any Passport Bros NFT. Any Utility may be subject to other terms and conditions (e.g., In order to attend any official Passport Bros assembly, attendees must be at least or older than the minimum age required to access any particular official Passport Bros assembly, adhere to the Passport Bros Assembly Policy, present their Passport Bros NFT upon request and not have any part of their revocable, reinstated and updated utility currently revoked by the Passport Bros Founder and/or CEO.). PASSPORT BROS LLC will not be responsible in any manner for any Utility offered, or proposed to be offered, by any third party.
(d) Purchaser represents and warrants that Purchaser will not transfer a Passport Bros NFT in any Secondary Transaction to a Transferee who is designated or specified under regulations made under the Sanctions and Anti-Money Laundering Act 2018 (Chapter 13) of the laws of England and Wales. (“Prohibited Transferee”). A “Secondary Transaction” means any transaction in which a Passport Bros NFT is sold by one owner to another owner, or is otherwise transferred, distributed, or disseminated (regardless of whether consideration is paid) in any manner that is not a Primary Transaction; and “Primary Transaction” means a transaction facilitated through the Websites in which a Passport Bros NFT is first sold to Purchaser.
(e) For the avoidance of doubt, without limiting Section 2(a), nothing contained in this Agreement will be deemed to grant Purchaser any rights in or to any image or other intellectual property associated with, related to, or linked to, a Passport Bros NFT, including any right to use such image or intellectual property for any non-personal or commercial purposes, or to create any derivative works of such image or intellectual property. Notwithstanding the foregoing, to the limited extent that an image is displayed as a result of the operation of the smart contract related to the Passport Bros NFT in connection with Purchaser’s use of a Passport Bros NFT in accordance with this Agreement, Purchaser will have the right to display such image for Purchaser’s own personal, non-commercial purpose for so long as Purchaser owns the Passport Bros NFT.

3. PAYMENT AND FEES.
(a) Purchase and Sale. Purchaser hereby agrees to purchase the Passport Bros NFT at the price set forth on the transaction page of the Website(s) and in accordance with the procedures set forth on the Website(s) (the “Primary Transaction Purchase Price”). Without limiting any of the foregoing, the valid acceptance of this Agreement, including the delivery of the Passport Bros NFT, is conditioned upon the following terms being met: (i) Purchaser’s payment of the Primary Transaction Purchase Price, (ii) Purchaser’s provision, through the Website(s), of a compatible network wallet address and a “wallet” that is compatible with the Website(s) (“Wallet”) to which the Passport Bros NFT will be delivered; and (iii) Purchaser’s successful completion (as determined by the Website(s) in their sole discretion) of any applicable diligence and other processes as requested by the Website(s). If the Purchaser fails to meet any of the conditions above, the Website(s) may suspend the delivery of the purchased PASSPORT BROS NFT or terminate the Primary Transaction. PASSPORT BROS LLC reserves the right, in its sole discretion, to limit the number of Passport Bros NFTs that may be purchased by any single person. Purchaser may only purchase a maximum number of Passport Bros NFTs per Wallet as determined from time to time by PASSPORT BROS LLC in its sole discretion.
(b) Purchaser Presentations.
(i) Eligibility. Purchaser represents and warrants that Purchaser: (A) is the owner of the Wallet in connection with the purchase of a Passport Bros NFT as of the date hereof and is the person whose information was provided in connection with their purchase of a Passport Bros NFT as of the date hereof; (B) provided information that is true and accurate in connection with their purchase of a Passport Bros NFT as of the date hereof; (C) is not purchasing a Passport Bros NFT on behalf of, or for the benefit of, any other person or entity; (D) is over the age of majority and has the legal capacity to enter into these Terms; (E) will only use and interact with any Passport Bros NFT and Art in accordance with these Terms; (F) will comply with all applicable law in the exercise of its rights and obligations under these Terms and will not violate any right of PASSPORT BROS LLC, its licensors, any PASSPORT BROS LLC entity or any entity associated or affiliated with PASSPORT BROS LLC and/or their respective parents, subsidiaries and affiliated entities, or any right of any third party; and (G) is not, and will not, execute a transaction involving a Passport Bros NFT with any person who 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 (ii) listed on any U.S. Government list of prohibited or restricted parties.
(ii) Qualifications. Purchaser represents and warrants that Purchaser: (A) is 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; (B) is not listed on any U.S. Government list of prohibited or restricted parties; (C) is not designated or specified as a Prohibited Transferee, (D) 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; (D) will use and interact with the Passport Bros NFT only for lawful purposes and in accordance with this Agreement; and (E) will not use the Passport Bros NFT to violate any law, regulation or ordinance or any right of PASSPORT BROS LLC, its licensors, any PASSPORT BROS LLC entity or any entity associated or affiliated with PASSPORT BROS LLC and/or their respective parents, subsidiaries and affiliated entities, or any third party, including without limitation, any right of privacy, publicity, copyright, trademark or patent. Purchaser further agrees that he/she/Personal Gender Pronoun (PGP) will comply with all applicable law.
(iii) Artistic Purposes Only. Purchaser represents and warrants that Purchaser (A) is purchasing the Passport Bros NFT for personal enjoyment purposes, and (B) is not purchasing any Passport Bros NFT with the intent or expectation of profits from any appreciation in value or otherwise from the Passport Bros NFT or any Access Rights, Utility Rights or any Rights in general that may from time to time be granted by PASSPORT BROS LLC or third parties.
(iv) Qualified Consumer. Purchaser acknowledges and agrees that Purchaser has sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of non-fungible cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems to understand this Agreement. Purchaser understands, acknowledges and agrees that such knowledge allows it to appreciate the implications and risks of acquiring the Passport Bros NFT herein.
(c) Form of Payment. All payments for the Primary Transaction Purchase Price shall be made via cryptocurrency, unless otherwise determined in PASSPORT BROS LLC' sole discretion.
(d) Gas Fees. By buying or selling a Passport Bros NFT on the Websites or any other platform, you agree to pay all applicable fees, including, but not limited to, any transaction fees and Gas Fees, as applicable. “Gas Fees” fund the network of computers that run the decentralized Ethereum network, meaning that the Purchaser will need to pay a Gas Fee for each transaction that occurs via the Ethereum network. PASSPORT BROS LLC does not have any insight into or control over these payments or transactions, nor does PASSPORT BROS LLC have the ability to reverse any transactions. Accordingly, PASSPORT BROS LLC 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 Passport Bros NFTs that you engage in.
(e) Transfers. All Secondary Transactions are subject to Section 3(b) of this Agreement, as well as the following terms: (i) the Passport Bros NFT transferee (the “Transferee”) shall, by purchasing or otherwise receiving the Passport Bros NFT, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof (other than with respect to Sections 3(a) and 3(c)); and (ii) the Passport Bros 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 shall cause the Transferee to agree to the terms of this Agreement. Purchaser further acknowledges and agrees that all Secondary Transactions will be effected on the Ethereum blockchain, the blockchain network governing the Passport Bros NFT, and Purchaser will be required to make or receive payments exclusively through Purchaser’s cryptocurrency wallet.

4. WARRANTY DISCLAIMERS.
ALL PASSPORT BROS NFT(S) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, PASSPORT BROS LLC EXPLICITLY DISCLAIMS ON BEHALF OF ITSELF, ALL OTHER PERSONS, ENTITIES AND PARTIES THAT ARE OR IN THE FUTURE MAY PROVIDE ANY ACCESS RIGHTS, UTILITY RIGHTS OR ANY OTHER RIGHTS IN GENERAL, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “DISCLAIMED PARTIES”) ANY AND ALL WARRANTIES, GUARANTEES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE. PASSPORT BROS LLC ON BEHALF OF ITSELF AND THE DISCLAIMED PARTIES MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE PASSPORT BROS NFT(S) WILL MEET PURCHASER’S REQUIREMENTS, OR THE PASSPORT BROS NFT(S) WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. NEITHER PASSPORT BROS LLC NOR THE DISCLAIMED PARTIES MAKE ANY REPRESENTATION, WARRANTY REGARDING OR GUARANTEE REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT RELATED TO THE PASSPORT BROS NFT(S).
NEITHER PASSPORT BROS LLC NOR THE DISCLAIMED PARTIES WILL BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS, AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO PURCHASER FOR, ANY USE OF THE PASSPORT BROS NFT(S), 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 FILES; (IV) UNAUTHORIZED ACCESS TO THE PASSPORT BROS NFT; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
NEITHER PASSPORT BROS LLC NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE PASSPORT BROS NFT. NEITHER PASSPORT BROS LLC NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE PASSPORT BROS NFT(S), 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.

5. ASSUMPTION OF RISK. PURCHASER ACCEPTS AND ACKNOWLEDGES ALL RISKS ASSOCIATED WITH THE FOLLOWING:
(a) The disclaimers set forth in Section 4 above.
(b) Any Access Rights, Utility Rights or any Rights in general, and the lack of Access Rights, Utility Rights or any Rights in general, as may be the case from time to time.
(c) Purchaser is solely responsible for determining what, if any, taxes and gas fees apply to Purchaser’s purchase, sale or transfer of the Passport Bros NFT. PASSPORT BROS LLC is not responsible for determining or paying the taxes or gas fees that apply to such transactions.
(d) Passport Bros NFTs are digital assets recorded and transferable on the Ethereum blockchain. Any transfer of a Passport Bros NFT occurs through automated processes on the Ethereum blockchain, which is not controlled in any capacity by PASSPORT BROS LLC. Transactions involving Passport Bros NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Passport Bros NFTs shall be deemed to be made when recorded on the Ethereum blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.
(e) 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 the Purchaser Wallet. PASSPORT BROS LLC will not be responsible for any communication failures, disruptions, errors, distortions or delays the Purchaser may experience when effecting transactions involving Passport Bros NFTs, however caused, including any Gas Fees paid or payable in connection therewith. PASSPORT BROS LLC does not store the Purchaser password, passkey, private key or other credentials needed to access the Passport Bros NFTs following the sale, and will not be able to recover such items if the Purchaser should lose them. Purchaser should keep a copy of their password, private key or passkey in a secure location.
(f) Transactions involving Passport Bros NFTs may rely on third-party platforms to perform transactions which are outside of PASSPORT BROS LLC' control.

6. LINKS TO THIRD PARTY WEBSITES OR RESOURCES. USE AND INTERACTION OF THE PASSPORT BROS NFT(S) MAY ALLOW PURCHASER TO ACCESS THIRD-PARTY WEBSITES OR OTHER RESOURCES. ALL SUCH WEBSITES ARE PROVIDED ONLY AS A CONVENIENCE AND NEITHER PASSPORT BROS LLC NOR THE DISCLAIMED PARTIES ARE RESPONSIBLE FOR THE CONTENT, PRODUCTS OR SERVICES ON OR AVAILABLE FROM THOSE RESOURCES OR LINKS DISPLAYED ON SUCH WEBSITES. WITHOUT LIMITING SECTION 5, 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 ANY IMAGE OR DISPLAY ASSOCIATED WITH A PASSPORT BROS NFT ON A THIRD-PARTY WEBSITE SERVE AS GROUNDS FOR A CLAIM AGAINST PASSPORT BROS LLC OR ANY DISCLAIMED PARTY.

7. INDEMNITY. PURCHASER SHALL DEFEND, INDEMNIFY, AND HOLD PASSPORT BROS LLC AND ALL DISCLAIMED PARTIES (COLLECTIVELY, THE “PASSPORT BROS LLC PARTIES”) 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 THE PASSPORT BROS NFT(S) WHETHER OR NOT SUCH PERSON PERSONALLY PURCHASED THE PASSPORT BROS NFT(S)) AGAINST ANY PASSPORT BROS LLC PARTY, OR ON ACCOUNT OF THE INVESTIGATION, DEFENSE, OR SETTLEMENT THEREOF, ARISING OUT OF OR IN CONNECTION WITH (A) PURCHASER’S PURCHASE, OWNERSHIP, USE AND INTERACTION WITH THE PASSPORT BROS NFT(S), (B) PURCHASER’S BREACH OR ANTICIPATORY BREACH OF THIS AGREEMENT, (C) PURCHASER’S VIOLATION OR ANTICIPATORY VIOLATION OF ANY LAWS, RULES, REGULATIONS, CODES, STATUTES, ORDINANCES OR ORDERS OF ANY GOVERNMENTAL AND QUASI-GOVERNMENTAL AUTHORITIES IN CONNECTION WITH PURCHASER’S USE OR INTERACTION WITH THE PASSPORT BROS NFT(S), AND (D) ANY MISREPRESENTATION MADE BY PURCHASER (ALL OF THE FOREGOING, “CLAIMS AND LOSSES”). PURCHASER WILL COOPERATE AS FULLY REQUIRED BY PASSPORT BROS LLC IN THE DEFENSE OF ANY CLAIM AND LOSSES. NOTWITHSTANDING THE FOREGOING, PASSPORT BROS LLC MAY ACT ON BEHALF OF THE PURCHASER TO AGREE TO ANY SETTLEMENT OR COMPROMISE WITH RESPECT TO ANY CLAIMS AND LOSSES, AND ANY SUCH AGREEMENT SHALL BIND AND BE AN OBLIGATION OF THE PURCHASER. PASSPORT BROS LLC RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY CLAIMS AND LOSSES. PURCHASER WILL NOT SETTLE ANY CLAIMS AND LOSSES WITHOUT, IN EACH INSTANCE, THE PRIOR WRITTEN CONSENT OF AN OFFICER OF PASSPORT BROS LLC.

8. LIMITATION OF LIABILITY.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE PASSPORT BROS LLC PARTIES 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 PASSPORT BROS NFT(S) OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PURCHASE OF ANY PASSPORT BROS NFT(S), FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE PASSPORT BROS NFT(S) OR ACCESS RIGHTS, UTILITY RIGHTS OR ANY OTHER RIGHTS IN GENERAL OR FROM THE RECEIPT OR EXPLOITATION OF ANY ACCESS RIGHTS, UTILITY RIGHTS OR ANY OTHER RIGHTS IN GENERAL, OR THE LACK OF ACCESS RIGHTS, UTILITY RIGHTS OR ANY OTHER RIGHTS IN GENERAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PASSPORT BROS LLC PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE PASSPORT BROS LLC PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PURCHASE OF ANY PASSPORT BROS NFT(S), FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY PASSPORT BROS NFT(S) OR ACCESS RIGHTS, UTILITY RIGHTS OR ANY OTHER RIGHTS IN GENERAL OR FROM THE RECEIPT OR EXPLOITATION OF ANY ACCESS RIGHTS, UTILITY RIGHTS OR ANY OTHER RIGHTS IN GENERAL, OR THE LACK OF ACCESS RIGHTS, UTILITY RIGHTS OR ANY OTHER RIGHTS IN GENERAL EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PASSPORT BROS LLC AND PURCHASER.

9. GOVERNING LAW. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED BY THE LAWS OF HONG KONG, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS.

10. DISPUTE RESOLUTION. ANY DISPUTE, CONTROVERSY, DIFFERENCE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH OR TERMINATION THEREOF, OR ANY DISPUTE REGARDING NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR RELATING TO IT, SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE HONG KONG INTERNATIONAL ARBITRATION CENTRE (“HKIAC”) UNDER THE HKIAC ADMINISTERED ARBITRATION RULES IN FORCE WHEN THE NOTICE OF ARBITRATION IS SUBMITTED. THE LAW OF THIS ARBITRATION CLAUSE SHALL BE HONG KONG LAW. THE SEAT OF ARBITRATION SHALL BE HONG KONG. THE NUMBER OF ARBITRATORS SHALL BE ONE (1). THE ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH.

11. 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 AGREE THAT ANY AND ALL PERSONS AND ENTITIES THAT OWN THE RIGHTS IN AND TO THE IMAGE OR OTHER INTELLECTUAL PROPERTY ASSOCIATED WITH, RELATED TO, OR LINKED TO, A PASSPORT BROS NFT ARE THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT AND WILL HAVE THE RIGHT TO DIRECTLY ENFORCE THIS AGREEMENT. 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 PASSPORT BROS LLC UNDER THIS AGREEMENT WILL BE GIVEN BY POSTING TO THE WEBSITE (i.e. https://www.theofficialpassportbros.com/) OR OTHER WEBSITES ELECTED BY PASSPORT BROS LLC. PURCHASER MAY GIVE NOTICE TO PASSPORT BROS LLC BY MAIL PER THE BELOW, EFFECTIVE UPON RECEIPT. THE PARTIES HAVE AGREED TO CONTRACT ELECTRONICALLY, AND ACCORDINGLY, ELECTRONIC SIGNATURES WILL BE GIVEN THE SAME EFFECT AND WEIGHT AS ORIGINALS.

12. CONTACT INFORMATION. IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT PASSPORT BROS LLC AT info@theofficialpassportbros.com