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Terms of Use

Last Updated: June 7, 2022

The below terms of use (this “Agreement”) constitute a binding legal agreement between yourself and, if applicable, the company or other legal entity you represent (“User”, or “you”) and Nostalgia Future Tech, Inc., a Delaware corporation (“Nostalgia”, “we”, or “us”), and govern your use of all portals, applications, APIs, and services associated with the website Nostalgiafuturetech.com, any mobile or desktop application that provides or links to this Agreement, or that are otherwise provided by Nostalgia relating to digital non-fungible tokens (“NFT Tokens”) and associated audio, audio-visual, text, and other materials and content (collectively, “NFT Content”, and as associated together with NFT Tokens, “NFTs”) (collectively, the “Services”). Nostalgia and User may be individually referred to herein as a “Party” or collectively as the “Parties”.

BY ACCEPTING THESE TERMS, YOU ARE ENTERING INTO A MUTUALLY BINDING AGREEMENT BETWEEN USER AND NOSTALGIA AS TO THE TERMS SET FORTH BELOW AND REPRESENT THAT YOU HAVE SUCH AUTHORITY ON BEHALF OF USER. WITHOUT LIMITING THE FOREGOING, BY USING THE SERVICES, USER ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF USER DOES NOT AGREE TO THE TERMS SET FORTH BELOW, USER MUST NOT ACCESS OR USE THE SERVICES.

This Agreement provides that disputes arising between User and Nostalgia will be resolved by binding arbitration, although User has a right to opt-out of that requirement. If User does not opt-out of that requirement as provided below, then to the fullest extent permitted under applicable law, BY ACCEPTING THESE TERMS, USER AND NOSTALGIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, AND USER AGREES TO GIVE UP ITS RIGHT TO GO TO COURT to assert or defend User’s rights under this contract (except for matters that may be taken to small claims court). User’s rights will be determined by an ARBITRATOR and NOT a judge or jury. Please review Section 10 for more detail regarding your agreement to arbitrate any disputes with Nostalgia arising under this Agreement.

Nostalgia may change any of the terms of this Agreement at any time, in Nostalgia’s sole discretion. Please check periodically for updates to this Agreement so you are aware of any changes. We will notify you of any changes to this Agreement that materially modify your rights or obligations (“Material Modifications”) by e-mail to the address provided in User’s account profile or by posting a notice to the Service. Any Material Modifications will be effective upon User’s acceptance of the modified agreement, or upon User’s continued use of the Services after we send or post a notice of the changes, whichever is earlier. Changes to this Agreement that do not materially modify User’s rights or obligations will be effective immediately upon publication. However, any disputes arising under this Agreement will be resolved pursuant to the version of this Agreement in effect at the time the dispute arose.

The Parties agree as follows:

  1. Access and Use.

    a. Provision of Access. Subject to and conditioned on User’s payment of Fees (as defined below), compliance with all other terms and conditions of this Agreement, and compliance with any other agreement executed by Nostalgia and User or a party affiliated with User which is currently in full force and effect and which incorporate the terms of this Agreement therein (“Other Agreement”), Nostalgia hereby grants User a non-exclusive, non-transferable (except in compliance with Section 11(h)) right to access and use the Services, solely for use by Users in accordance with the terms and conditions herein. Such use is limited to User’s internal use. Nostalgia will provide to User the necessary passwords and network links or connections to allow User to access the Services.

    b. NFT License. Subject to the terms and conditions contained in this Agreement (including User’s payment of all Fees (as defined below) and compliance with all Other Agreements), Nostalgia hereby grants to User a non-exclusive, non-sublicensable, transferable (subject to compliance with the protocols of any smart contract embedded in the NFT Token associated with or attached to the applicable NFT purchased through the Services) right to access, download, store, and transmit the NFT Content as associated with the NFT Tokens purchased by User through the Services. For the avoidance of doubt, the rights granted in this Section 1(b) do not grant any right to, and User agrees not to publicly display, exhibit, alter, modify, or create derivatives of any NFT purchased through the Services. User agrees not to disassociate, and agrees not to enable or permit third parties to disassociate, the NFT Token or the NFT Content associated therewith from any NFT as initially provided through the Service. Further, User agrees not to associate, and agrees not to enable or permit third parties to associate, any NFT Content or Nostalgia Materials with NFTs or NFT Tokens except as intended by Nostalgia and as provided through the Service. Subject to User’s continued compliance with the terms and conditions contained in this Agreement, the license granted to User in this Section 1(b) shall survive termination or expiration of this Agreement. “Nostalgia Materials” means the Services and any and all intellectual property (including NFT Content) provided to User in connection with the Services. For the avoidance of doubt, Nostalgia Materials includes Aggregated Statistics (as defined below) and any information, data, or other content derived from Nostalgia’s monitoring of User’s access to or use of the Services, but does not include User Content (as defined below).

    c. Use Restrictions. User shall not use the Nostalgia Materials for any purposes beyond the scope of the access granted in this Agreement. User shall not at any time, directly or indirectly: (i) use the Services for any unlawful purpose or to solicit others to perform or participate in any unlawful acts; (ii) use the Services to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability using the Service; (iii) submit false or misleading information to the Services; (iv) copy, modify, or create derivative works of the Service in whole or in part; (v) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (vi) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (vii) remove, alter, or conceal any proprietary notices of the Nostalgia Materials; (viii) upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service, third-party products and services, or the Internet; (ix) use any program or automated script to screen-scrape or “crawl” through the Services (in whole or in part); (x) use the Services for any obscene or immoral purpose; (xi) use the Nostalgia Materials (in whole or in part) as the basis for developing competitive solutions, services or content (or contract with a third party to do so); or (xii) use the Nostalgia Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law (each a “Prohibited Act”).

    d. Reservation of Rights. Nostalgia reserves all rights not expressly granted to User in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party any intellectual property rights or other right, title, or interest in or to the Nostalgia Materials.

    e. Suspension. Notwithstanding anything to the contrary in this Agreement, Nostalgia may temporarily suspend User’s access to any portion or all of the Services if: (i) Nostalgia reasonably determines that (A) there is a threat or attack on any of the Nostalgia Materials; (B) User’s use of the Nostalgia Materials disrupts or poses a security risk to the Nostalgia Materials or to any other User or vendor of Nostalgia; (C) User is using the Nostalgia Materials for fraudulent or illegal activities; (D) subject to applicable law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) User has committed a Prohibited Act; (F) User has breached any term of this Agreement or Other Agreement; or (G) Nostalgia determines in good faith that Nostalgia’s provision of the Services to User may be prohibited by applicable law; (ii) any vendor of Nostalgia has suspended or terminated Nostalgia’s access to or use of any third-party services or products required to enable User to access the Services; or (iii) in accordance with Section 3(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Nostalgia will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that User may incur as a result of a Service Suspension.

    f. Aggregated Statistics. “Aggregated Statistics” means data and information related to User’s use of the Services that is used by Nostalgia in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. Notwithstanding anything to the contrary in this Agreement, Nostalgia may monitor User’s use of the Services and collect and compile Aggregated Statistics. As between Nostalgia and User, all right, title, and interest in Aggregated Statistics, including all intellectual property rights therein, belong to and are retained solely by Nostalgia. User acknowledges that Nostalgia may compile Aggregated Statistics based on User Content (as defined below) input into the Services. User agrees that Nostalgia may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

  2. User Responsibilities.

    a. General. User shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all information, data, audio, audio-visual, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of User to Nostalgia or through the Services (collectively, “User Content”). For the avoidance of doubt Aggregated Statistics do not constitute User Content. User is responsible and liable for all uses of the Services resulting from access provided by User, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.

    b. User Representations and Warranties. You represent that you are at least 18 years old and possess the legal authority, right and freedom to enter into this Agreement and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to this Agreement. If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions of this Agreement. You represent and warrant that User owns all right, title and interest in or to, or has obtained a valid license from any applicable third parties to use all User Content and to grant the rights contemplated hereunder. We require all users to be at least 18 years old. It is prohibited to use our service if you are under 18 years old.

    c. Export Control. You may not use, export, import, or transfer any part of the Services except as authorized by U.S. law, the laws of the jurisdiction in which you use or access the Services, or any other applicable laws. In particular, but without limitation, no part of the Services may be exported or re-exported: (a) into any country embargoed by the U.S.; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Services, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services, and technology provided by Nostalgia are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer the Nostalgia Materials either directly or indirectly, to any country in violation of those laws and regulations.

  3. Fees and Payment.

    a. Fees. User shall pay Nostalgia the fees and purchase prices (“Fees”) as may be notified by Nostalgia to User from time to time or, in the case of User’s purchase of an NFT, the price of such NFT as displayed to User at the time of purchase. For clarity, Fees may include additional fees as applicable for third-party products and payment processing fees and costs charged by Nostalgia or third parties (e.g., gas fees).

    b. Taxes. All Fees and other amounts payable by User under this Agreement are exclusive of taxes and similar assessments. User is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by User hereunder, other than any taxes imposed on Nostalgia’s income.

    c. Payment by User. User may not return or exchange NFTs and no refunds will be issued. Nostalgia also reserves the right at any time to change its Fees and payment procedures, including its payment options and terms, either immediately upon posting on the Services or by other notice to User.

  4. Intellectual Property Ownership; Feedback.

    a. Nostalgia Materials. User acknowledges that, as between User and Nostalgia, Nostalgia owns all right, title, and interest, including all intellectual property rights, in and to Nostalgia Materials and, with respect to third-party products, either Nostalgia or the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the third-party products.

    b. User Content. Nostalgia acknowledges that, as between Nostalgia and User, User owns all right, title, and interest, including all intellectual property rights, in and to the User Content. User hereby grants to Nostalgia a non-exclusive, royalty-free, worldwide, perpetual license to use, store, transmit, reformat, perform, display, reproduce, distribute, and otherwise exploit the User Content and perform all acts with respect to the User Content as may be necessary for Nostalgia to provide the Services, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Content to the extent incorporated within (but not reasonably discernible from) the Aggregated Statistics. Nostalgia may, but has no obligation to, monitor and review the User Content submitted or created using Nostalgia’s Services by User. Without limiting any representations or warranties herein, Nostalgia has the right, though not the obligation, to, in Nostalgia’s own sole discretion, refuse or remove any User Content that, in Nostalgia’s reasonable opinion, violates any of Nostalgia’s policies or is in any way harmful or objectionable.

    c. Feedback. If User sends or transmits any communications or materials to Nostalgia by mail, email, telephone, or otherwise, suggesting or recommending changes to the Nostalgia Materials, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Nostalgia is perpetually and irrevocably free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. To the extent User has or obtains any rights in Feedback, User hereby grants to Nostalgia a non-exclusive, royalty-free, fully paid, unlimited, world-wide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and otherwise use and exploit in any manner (including commercially), any and all Feedback.

  5. DMCA Notices for Claims of Copyright Infringement.

    a. Takedown Requests. Nostalgia will respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. If a User or other person believes that their intellectual property rights have been infringed, please notify us immediately. For Nostalgia to respond, the complaint must provide the following information:

    1. a physical or electronic signature of the copyright owner or of a person authorized to act on behalf of the copyright owner;
    2. a clear identification of the copyrighted work that is claimed to be infringing;
    3. identification of the online content that is claimed to be infringing, including, if possible, a URL representing a link to the content on the Service;
    4. information sufficient to permit Nostalgia to contact the complainant, such as email address, physical address, or telephone number;
    5. a statement that the complainant has a good-faith belief that the relevant content is being used in a way that is not authorized by the copyright owner, its agent, or under the law; and
    6. a statement, made under penalty of perjury, that the above information is accurate, and the complainant is the copyright owner or is authorized to act on behalf of the copyright owner.

    b. Submission of Takedown Requests. Users may submit their takedown requests using the following contact information: Nostalgia Future Tech, Inc., [email protected], 8724 SW 72 Street, #202, Miami, FL 33173

    c. SDMCA Counter-Notices. If you believe that your content has been removed by mistake or misidentification, the User may provide Nostalgia with a written counternotification containing the following information:

    1. the User’s name, address, telephone number, and email address;
    2. a description of the content that was removed, along with the URL where the content was posted in the Service prior to its removal;
    3. the following statement: “I swear, UNDER PENALTY OF PERJURY, that I have a good-faith belief that the content was removed or disabled due to a mistake or misidentification of the content to be removed or disabled”;
    4. a statement that the User consents to the jurisdiction of the Federal District Court for the judicial district in which User’s address is located, or if the User’s address is outside of the United States, any jurisdiction in which the User may be properly served, and that the User will accept service of process from the person (or their agent) who filed the original DMCA notice; and
    5. the User’s electronic or physical signature.

    Upon receipt of a valid counter notification, Nostalgia will forward it to the party who submitted the original DMCA notification. The original party (or their representative) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing content. If Nostalgia does not receive any such notification within ten (10) days, Nostalgia may restore the content to the Service.

    d. Repeat Infringers. Nostalgia reserves the right to terminate the accounts or block usage of the Service of any party who is a repeat infringer or who is repeatedly charged with infringement.

  6. Privacy. Your privacy is important to us. Nostalgia’s Privacy Policy explains how we collect, use, and share personal information and other data. By using the Services, you agree to Nostalgia’s Privacy Policy.

  7. Warranty Disclaimer.

    a. THE NOSTALGIA MATERIALS ARE PROVIDED “AS IS” AND NOSTALGIA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NOSTALGIA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NOSTALGIA MAKES NO WARRANTY OF ANY KIND THAT THE NOSTALGIA MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

    b. Nostalgia make no representations or warranties about the accuracy or completeness of content available on the Services or the content of any social media platform or third-party website associated with, linked to, or integrated with the Service. Nostalgia shall have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from access to or use of the Services; (iii) any unauthorized access to or use of Nostalgia servers, any personal information, or User Content; (iv) any interruption of transmission to or from the Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through the Services; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through the Services.

    c. Although the Services may link to other resources (such as websites, mobile applications, etc.) or reference third-party intellectual property (such as NFT Content, trademarks, logos, copyrighted works, etc., of an underlying NFT to which an NFT Token may be associated or affixed), Nostalgia is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked or referenced resource, unless specifically stated herein. Nostalgia is not responsible for examining or evaluating, and does not warrant the Service of, any businesses or individuals or the content of their resources.

  8. Indemnification. User shall indemnify, hold harmless, and, at Nostalgia’s option, defend Nostalgia from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the User Content, or any use of the User Content in accordance with this Agreement, infringes or misappropriates such third-party’s intellectual property or other proprietary rights and any Third-Party Claims based on User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement (including any violation of Section 1(c)); (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Nostalgia or authorized by Nostalgia in writing; or (iv) modifications to the Services not made by Nostalgia, provided that User may not settle any Third-Party Claim against Nostalgia unless Nostalgia consents to such settlement, and further provided that Nostalgia will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

  9. Limitations of Liability. IN NO EVENT WILL NOSTALGIA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NOSTALGIA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NOSTALGIA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NOSTALGIA BY USER UNDER THIS AGREEMENT IN THE 3-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000, WHICHEVER IS LESS.

  10. Dispute Resolution and Arbitration.

    a. Generally. In the interest of resolving disputes between User and Nostalgia in the most expedient and cost effective manner, User and Nostalgia agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration, except as otherwise provided in this Section 10. Arbitration is less formal than a lawsuit in court. Arbitration uses an arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. The arbitrator shall decide all issues regarding the arbitrability of a dispute relating to Agreement, including the scope of matters to be arbitrated and the waiver or unconscionability of arbitration. USER UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, USER AND NOSTALGIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

    b. Exceptions. Despite the provisions of Section 10(a), nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either Party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (c) seek injunctive relief in a court of law.

    c. Arbitrator. Any arbitration between User and Nostalgia will be settled under the Federal Arbitration Act, and governed by the Consumer Arbitration Rules (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.

    d. Notice; Process. A Party who intends to seek arbitration must first send a written notice of the dispute to the other Party by certified U.S. Mail or by Federal Express (signature required) or, only if such other Party has not provided a current physical address, then by electronic mail (“ArbitrationNotice”). Nostalgia’s address for Arbitration Notice is: Nostalgia, Inc., [∙]. The Arbitration Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The Parties will make good faith efforts to resolve the claim directly, but if the Parties do not reach an agreement to do so within 30 days after the Arbitration Notice is received, User or Nostalgia may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by User or Nostalgia must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in User’s favor, subject to the limitations of liability in Section 9, Nostalgia will pay User the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Nostalgia in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.

    e. Fees. If User commences arbitration in accordance with this Agreement, Nostalgia will reimburse User for User’s payment of the filing fee, unless User’s claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in the Southern District of New York, New York, but if the claim is for $10,000 or less, User may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) based on a telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of User’s billing address. If the arbitrator finds that either the substance of User’s claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, User agree to reimburse Nostalgia for all monies previously disbursed by it that are otherwise User’s obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either Party made within 14 days of the arbitrator’s ruling on the merits.

    f. No Class Actions. USER AND NOSTALGIA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN USER’S OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both User and Nostalgia agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

    g. Enforceability. If one or more provisions in this Section 10 are found to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Section 10 and this Agreement generally will not be impaired thereby.

    h. Opt-out. User may opt-out of the mutual agreement to arbitrate disputes provided in this Section 10 if User delivers notice to us within 60 days of initially agreeing to this Agreement. To opt-out, send a written request containing User’s name, address, phone number, to Nostalgia’s address for notices listed in Section 10(d) above. If User opts-out, then the entirety of this Section 10 will be null and void and, in that case, the Parties agree that the exclusive jurisdiction and venue described in Section 11(g) below will govern any action arising out of or related to this Agreement.

    i. Filing Period. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE UNDER THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR IN AN ARBITRATION PROCEEDING. The one-year period begins when the events giving rise to the dispute first occur. If a claim is not submitted within one year, it is permanently barred. This period can only be extended by the written consent of both Parties. No statutes or provisions of law that would toll or otherwise affect the time in which a Party may bring a claim shall operate to extend the period limited in this Section, and any such statutes and provisions are hereby waived, to the fullest extent permitted by law.

  11. Anti-Money Laundering. User understands and acknowledges that Nostalgia is, or may in the future become, subject to money laundering statutes, regulations and conventions of the United States or other international jurisdictions, and User agrees to execute instruments, provide information, or perform any other acts as may reasonably be requested by Nostalgia for the purpose of carrying out due diligence as may be required by such applicable laws. User agrees that it will provide Nostalgia with such information as Nostalgia may reasonably require to comply with applicable anti-money laundering laws or regulations. User understands, acknowledges and agrees that to the extent permitted by law, Nostalgia may provide information, including confidential information, to the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury, or any other agency or instrumentality of the U.S. Government, or as otherwise required by law, in connection with a request for information on behalf of a U.S. federal law enforcement agency investigating terrorist activity or money laundering.

  12. Miscellaneous.

    a. Interpretation. The conjunction “or” will be understood in its inclusive sense (and/or). The words “e.g.”, “such as”, “include”, “includes” and “including” are not limiting and will be deemed to be followed with the phrase “without limitation”. The headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. The words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole.

    b. Additional Terms. You acknowledge and agree that Nostalgia may enter into certain arrangements with third-party platforms and sites and that some products or services offered through the Services may have additional terms and conditions, including third-party terms and conditions (“Additional Terms”). By using that product or service, you agree to the Additional Terms. For purposes of this Agreement, such third-party products or services are subject to Additional Terms and the applicable flow-through provisions. If User does not agree to abide by the applicable terms for any such third-party products, then User should not use such third-party products or services. To the extent that the Additional Terms conflict with this Agreement, this Agreement will govern unless the Additional Terms say that some or all of this Agreement doesn’t apply.

    c. Entire Agreement. Except for any Other Agreement, this Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any conflict between this Agreement and an Other Agreement, the terms of the Other Agreement shall govern, except to the extent such applicable Other Agreement expressly states that this Agreement shall control.

    d. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and delivered by email. User shall send Notices for Nostalgia to [email protected]. Nostalgia shall send Notices for User to the email address for User associated with User’s account profile on the Services.

    e. orce Majeure. In no event shall Nostalgia be liable to User, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Nostalgia’s reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns, unavailability of third-party technology products or services necessary for the Service, or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

    f. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    g. Governing Law. This Agreement is governed by and will be construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York.

    h. Assignment. Nostalgia may, at any time, assign its rights and obligations under this Agreement, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law. Except solely as set forth in Section 1(b), you may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Nostalgia. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

    i. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by User of Section 1(c) would cause the other Nostalgia irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the Nostalgia will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.