These Terms of Service (“Terms”) are entered into by and between you and Pass It Down, Inc. d/b/a Iconic Moments (“Iconic Moments,” “we,” “us”, or “our”), and govern your access to and use of https://iconicmoments.co/ (the "Website") and the Iconic Moments NFT marketplace ("Marketplace"), including all content, functionality and services offered on or through the Website and/or Marketplace (the “Services”). These Terms do not govern partner relationships between Iconic Moments and owners of NFTs sold on the Marketplace. If you are interested in selling NFTs on the Marketplace, contact Iconic Moments at hello@iconicmoments.co

PLEASE READ THESE TERMS CAREFULLY BEFORE YOU START TO USE THE WEBSITE AND/OR MARKETPLACE, AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. By using the Website or Marketplace, or by clicking to accept or agree to these terms when the option is made available to you, you accept and agree to be bound by these Terms and our Privacy Policy, incorporated herein by reference. If you do not agree to these terms, you may not access or use the Website or Marketplace.

‍The Website and Marketplace are offered and available to users who are 18 years of age or older. By using the Website and/or Marketplace, you represent and warrant that you are of legal age to form a binding contract with Iconic Moments and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website or Marketplace.

‍The Marketplace
‍The Marketplace is a web3 digital platform for viewing, exploring and buying NFTs.  All postings and sales on the platform are hosted by Iconic Moments on behalf of third-party partners or itself. You must have an internet connection to access and use the Marketplace. You must also have a third-party crypto wallet in order to engage in transactions on the Marketplace.For purposes of these Terms:"NFT" means a non-fungible token with a unique token identification implemented on a blockchain using smart contracts, such as, by way of example but not limitation, a non-fungible token conforming to the ERC-721 standard on the Ethereum blockchain network. Each NFT is separate and distinct from the content or any intellectual property rights with which it may be linked or associated.“Primary Sale” means the initial purchase of a NFT that is sold by Iconic Moments to an initial purchaser via the Marketplace.“Secondary Sale” means, for any NFT initially purchased on the Marketplace, any sale of such NFT subsequent to the Primary Sale.Iconic Moments is not a wallet provider, crypto exchange, broker, financial institution, or creditor. However, we may work with certain wallet providers, exchanges, brokers and financial institutes to provide the Services on the Marketplace.

‍Changes to the Terms
‍We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website and Marketplace thereafter.Your continued use of the Website and/or Marketplace following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.

‍Accessing the Marketplace and Account Security
‍We reserve the right to withdraw or amend the Website and/or Marketplace, and any Services, materials or NFTs we provide on the Website and/or Marketplace, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website or Marketplace is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website or Marketplace, or the entire Website or Marketplace, to users, including registered users.You are responsible for both:Making all arrangements necessary (i) for you to have access to the Website and/or Marketplace; and (ii) to perform transactions on the Marketplace.Ensuring that all persons who access the Website or Marketplace through your internet connection are aware of these Terms and comply with them.Marketplace AccountsTo access the Marketplace or some of the resources it offers, you will be asked to provide certain registration details or other information to establish an account, including your digital wallet address (public key). The Marketplace is a web3 platform and your account will be associated with your linked wallet address. It is a condition of your use of the Marketplace that all the information you provide on the Marketplace is correct, current, and complete. You agree that all information you provide to register with the Website and/or Marketplace or otherwise, including, but not limited to, through the use of any interactive features on the Website or Marketplace, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.You hereby agree to treat your Marketplace account username and password as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website and/or Marketplace or portions of them using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.WalletsBy using your wallet in connection with the Marketplace, you agree that you are using your wallet in accordance with the terms and conditions of the applicable wallet provider. Wallets are not operated by, maintained by, or affiliated with Iconic Moments, and Iconic Moments does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Iconic Moments accepts no responsibility for or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Services or Marketplace will operate with any specific wallet. You are solely responsible for keeping your wallet secure. If you discover an issue related to your wallet, please contact your wallet provider. You are solely responsible for any wallet associated with your Marketplace account and we are not liable for any acts or omissions by you in connection with your wallet or as a result of your account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to your Marketplace account.

‍Compliance with Law
‍You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal, international and other laws) when using the Website and/or Marketplace. If you access or use the Website and/or Marketplace outside the United States, you are solely responsible for ensuring that your access and use of the Website and/or Marketplace in such country, territory or jurisdiction does not violate any applicable laws.Intellectual Property RightsThe Website and the Marketplace and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Iconic Moments, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.These Terms permit you to use the Website and Marketplace for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website or the Marketplace, except as follows:Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.You may store files that are automatically cached by your Web browser for display enhancement purposes.You may print or download one copy of a reasonable number of pages of the Website or Marketplace for your own personal, non-commercial use and not for further reproduction, publication, or distribution.If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.If we provide social media features with certain content, you may take such actions as are enabled by such features.You must not:Modify copies of any materials from the Website or MarketplaceUse any images, illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website or Marketplace.You must not access or use for any commercial purposes any part of the Website or Marketplace, or any services, items or materials available through the Website or Marketplace.If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website or Marketplace in breach of the Terms, your right to use the Website and Marketplace will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or Marketplace, or any content on the Website or Marketplace, is transferred to you, and all rights not expressly granted are reserved by Iconic Moments. Any use of the Website or Marketplace not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

‍Trademarks
‍The terms "Pass It Down" and "Iconic Moments," and all related names, logos, product and service names, designs, and slogans are trademarks of Iconic Moments or its affiliates or licensors. You must not use such marks without the prior written permission of Iconic Moments. All other names, logos, product and service names, designs, and slogans on the Website and/or Marketplace are the trademarks of their respective owners.

‍Prohibited Uses
‍You may use the Website and Marketplace only for lawful purposes and in accordance with these Terms. You agree not to use the Website and/or Marketplace:In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms.To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.To impersonate or attempt to impersonate Iconic Moments, an employee of Iconic Moments, another user, or any other person or entity (including, without limitation, by using email addresses or account names associated with any of the foregoing).To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website or Marketplace, or which, as determined by us, may harm Iconic Moments or users of the Website and/or Marketplace, or expose them to liability.Additionally, you agree not to:Use the Website or Marketplace in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website or Marketplace, including their ability to engage in real time activities through the Website or Marketplace.Use any robot, spider, or other automatic device, process, or means to access the Website or Marketplace for any purpose, including monitoring or copying any of the material on the Website or Marketplace.Use any manual process to monitor or copy any of the material on the Website or Marketplace, or for any other purpose not expressly authorized in these Terms, without our prior written consent.Use any device, software, or routine that interferes with the proper working of the Website or Marketplace.Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website or Marketplace.Attack the Website or Marketplace via a denial-of-service attack or a distributed denial-of-service attack.Otherwise attempt to interfere with the proper working of the Website or Marketplace.
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Copyright Infringement
‍If you believe that any NFT or User Contribution violates your copyright, you should notify Iconic Moments of your infringement claim in accordance with the procedure set forth below.Iconic Moments will investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Iconic Moment's Copyright Agent at [hello@iconicmoments.co] (Subject line: "DMCA Takedown Request"). To be effective, the notification must be in writing and contain the following information:An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.A description of the copyrighted work or other intellectual property that you claim has been infringed.A description of where the material that you claim is infringing is located on the Marketplace and/or Website.Your address, telephone number, and email address.A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law.A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.Please be aware that if you knowingly materially misrepresent that material or activity on the Marketplace and/or Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.It is our policy to terminate the user accounts of repeat infringers.

‍Reliance on Information Posted
‍The information presented on or through the Website and/or Marketplace is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or Marketplace, or by anyone who may be informed of any of its contents.The Website and/or Marketplace may include content provided by third parties, including NFTs, materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Iconic Moments, are solely the opinions and the responsibility of the person or entity providing those materials or NFTs. These materials do not necessarily reflect the opinion of Iconic Moments. We are not responsible, or liable to you or any third party, for the content of any NFTs or accuracy of any materials provided by any third parties.

‍Changes to the Website and Marketplace
‍We may update the content on the Website and Marketplace from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website or Marketplace may be out of date at any given time, and we are under no obligation to update such material.

‍Information About You and Your Visits to the Website and Marketplace
‍All information we collect on the Website and Marketplace is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

‍Marketplace Terms of Sale
‍BY PURCHASING NFTs OR OTHER SERVICES FROM THE MARKETPLACE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.YOU MAY NOT ORDER OR OBTAIN NFTS OR OTHER PRODUCTS OR SERVICES FROM THE MARKETPLACE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH ICONIC MOMENTS, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE MARKETPLACE OR ANY OF ITS CONTENTS BY APPLICABLE LAW.Prices for NFTs are provided at the point of sale, and are subject to change without notice. Posted prices do not include taxes, gas fees or other charges. All NFTs transactions are non-refundable, irreversible, and require payment in full at the time of purchase. Any NFT you purchase will be delivered to the digital wallet linked to your Marketplace account upon completion of the transaction. Iconic Moments does not have control over the cost of any gas fee charged in connection with any transaction—gas fees are determined by supply and demand and are subject to change without notice.Terms of payment are within our sole discretion and payment must be received by us before any transaction is complete. We accept payment in the form of Ether. You represent and warrant that (i) the public key and wallet information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such public key and wallet for the purchase, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes and other fees, if any.You hereby acknowledge that Iconic Moments may have rights to a percentage of proceeds from any Secondary Sale of an NFT initially purchased on the Marketplace.Risk of loss transfers to you upon purchase of an NFT. You are responsible for ensuring that your wallet is accurately linked to your account to allow for proper withdrawal.  If you link the wrong wallet address to your Marketplace account or lose your private key and seed phrase associated with your wallet, you may permanently lose access to any NFTs purchased on the Marketplace (and any other NFTs) associated with that wallet. Iconic Moments shall not be liable for any issue with the transfer of an NFT purchased on the Marketplace to your linked wallet or lost keys.

‍Purchase TermsNFTs sold on the Marketplace may be subject to additional terms and conditions with respect to their ownership, use and sale (“Purchase Terms”). If applicable, Purchase Terms will be available to view at the point of sale for the associated NFT. Iconic Moments may or may not be a party to any such Purchase Terms. You are solely responsible for reviewing such Purchase Terms prior to any transaction.Unless otherwise stated in the Purchase Terms linked to an NFT, when you purchase an NFT from the Marketplace, you (i) own the NFT completely and have the right to trade, sell or gift the NFT, and (ii) enjoy a worldwide, exclusive license to use, display and enjoy the NFT for personal, non-commercial use only, and to display the NFT on an NFT marketplace in connection with the offer for sale of the NFT. Notwithstanding the foregoing, Iconic Moments shall retain a worldwide, perpetual, non-exclusive, non-transferable, non-sublicensable license to display, transmit, distribute, and create derivative works based on any NFT purchased by you on the Marketplace in any and all formats and media whether now or hereafter known or devised and by any and all technologies and means of delivery whether now or hereafter known or devised for purposes of marketing the Marketplace and publicity of NFT sales.You do not, by virtue of owning an NFT, obtain any ownership over the copyright or other intellectual property rights in the underlying art, audio, video, item or other material associated with the NFT, unless expressly stated in the Purchase Terms linked to the NFT.

‍Links from the Website
‍If the Website or Marketplace contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Website or Marketplace, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

‍Geographic Restrictions
‍The owner of the Website and Marketplace is based in the United States. We provide the Website and Marketplace for use only by persons located in the United States. We make no claims that the Website, Marketplace or any of their content is accessible or appropriate outside of the United States. Access to the Website and/or Marketplace may not be legal by certain persons or in certain countries. If you access the Website and/or Marketplace from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

‍Cryptocurrency Volatility
‍You hereby acknowledges and agrees that: (i) the value of cryptocurrencies is derived by market forces of supply and demand, making it highly volatile with the potential for dramatic increases and decreases within a short period of time; (ii) the volatility and unpredictability of the price of cryptocurrency relative to fiat currency may result in significant loss between the time that an NFT is purchased hereunder and delivered to you or resold; (iii) transactions in cryptocurrency can be irreversible, and losses due to fraudulent transactions may not be recoverable; (iv) cryptocurrency is not covered by either FDIC or SIPC insurance; and (v) legislative and regulatory changes or actions at the local, state, federal or international level may adversely affect the use, transfer, exchange, and value of cryptocurrency and NFTs. YOU ACKNOWLEDGE THAT DEALING IN CRYPTOCURRENCIES AND NFTS CARRIES A HIGH LEVEL OF RISK AND HEREBY ASSUMES ALL SUCH RISK. IN NO EVENT SHALL ICONIC MOMENTS BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES INCURRED BY YOU IN CONNECTION WITH ANY DECREASE IN THE VALUE OF CRYPTOCURRENCY OR THE MARKETABILITY OF ANY NFT, FRAUDULENT TRANSACTIONS CARRIED OUT BY THIRD PARTIES, OR THE DEVELOPMENT OF OR CHANGE IN ANY LOCAL, STATE, FEDERAL OR INTERNATIONAL REGULATIONS GOVERNING CRYPTOCURRENCY OR NFTS THAT AFFECTS THEIR VALUE OR USE. YOU ENTER INTO THIS AGREEMENT AND THE CRYPTOCURRENCY AND NFT MARKET AT ITS OWN RISK.

‍Disclaimer of Warranties
‍TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE AND/OR MARKETPLACE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR MARKETPLACE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.YOUR USE OF THE WEBSITE AND/OR THE MARKETPLACE, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THEM IS AT YOUR OWN RISK. THE WEBSITE AND THE MARKETPLACE, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THEM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ICONIC MOMENTS NOR ANY PERSON ASSOCIATED WITH ICONIC MOMENTS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR THE MARKETPLACE. WITHOUT LIMITING THE FOREGOING, NEITHER ICONIC MOMENTS NOR ANYONE ASSOCIATED WITH ICONIC MOMENTS REPRESENTS OR WARRANTS THAT THE WEBSITE OR THE MARKETPLACE, OR THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE, MARKETPLACE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, MARKETPLACE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR MARKEPLACE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.TO THE FULLEST EXTENT PROVIDED BY LAW, ICONIC MOMENTS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

‍Limitation on Liability
‍TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ICONIC MOMENTS, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH (i) YOUR USE, OR INABILITY TO USE, THE WEBSITE AND/OR THE MARKETPLACE, ANY WEBSITES LINKED TO THEM, OR ANY CONTENT ON THE WEBSITE OR MARKETPLACE; (ii) ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS; OR (E) THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS ON ANY BLOCKCHAIN; (iii) ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLETS, SMART CONTRACTS), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS; or (iv) LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT; INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF ICONIC MOMENTS ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE WEBISTE AND/OR MARKETPLACE AND/OR SERVICES, CONTENT, NFTS, OR ANY ICONIC MOMENT PRODUCTS OR SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY ICONIC MOMENTS FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

‍Indemnification
‍You agree to defend, indemnify, and hold harmless Iconic Moments, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website and/or the Marketplace, including, but not limited to, (a) your use or misuse of the Website, Marketplace, any Services, content, NFTs, or content linked to or associated with any NFTs; (b) your User Contributions; (c) your violation or breach of any term of these Terms or applicable law; (d) your violation of the rights of or obligations to a third party; and (e) your negligence or willful misconduct.

‍Governing Law and Jurisdiction
‍All matters relating to the Website, the Marketplace and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).Any legal suit, action, or proceeding arising out of, or related to, these Terms, the Website, or the Marketplace shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee, in each case located in the City of Chattanooga and County of Hamilton, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

‍Waiver of Jury Trial; Class Action YOU HEREBY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM.

‍Arbitration At Iconic Moment's sole discretion, it may require you to submit any disputes arising from these Terms or use of the Website or Marketplace, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

‍Waiver and Severability
‍No waiver by Iconic Moments of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Iconic Moments to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

‍Entire Agreement
‍The Terms and our Privacy Policy constitute the sole and entire agreement between you and Iconic Moments regarding the Website and Marketplace and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and Marketplace.

‍Your Comments and Concerns
‍The Website and Marketplace are operated by Pass It Down, Inc. d/b/a Iconic Moments, 100 Cherokee Blvd, Suite 120, Chattanooga, TN 37405.All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: hello@iconicmoments.co.