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Terms and Conditions of Use

Effective date:

March 27, 2024

These Terms and Conditions of Use are a legal agreement between you and Snowghost Inc. (hereinafter referred to as "SGI"), the owner and developer of the Ghostnote platform (the “Platform”). By registering for any service provided on and/or using the Platform, including, without limitation, the Ghostnote website(s) (the “Website”) and mobile application(s) (the “Application”), you become a user (a "User" or “you”) and you agree to be bound by all of these terms (the "Terms"), our Privacy Policy, and our Copyright Policy (collectively, this “Agreement”) as long as you remain a User. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT REGISTER FOR ANY PLATFORM SERVICE. SNOWGHOST INC. RESERVES THE RIGHT TO CHANGE THE TERMS AT ANY TIME AND WITHOUT NOTICE TO YOU.

    1

    The Platform

    Ghostnote is a platform that provides artists with the tools to document, market and sell unique physical collectibles to fans. Artists benefit by receiving royalties on all sales and resales, while fans enjoy items whose provenance has been authenticated with the ability to resell items, strengthening the artist-fan connection and simultaneously increasing artists’ earning potential. Those Users who onboard a product, including, without limitation, “GNs” (as such term is defined herein) may be referred to as “Sellers” and those Users who purchase such GNs may be referred to as “Buyers.”

    2

    Originators and Works

    Certain Users may document, register, sell or otherwise exploit their creative works on the Platform. Such Users may be referred to herein as “Originators” and their customized physical collectibles, which may incorporate creative work(s), such as master recordings, musical compositions, artwork, videos (which may be so-called “music videos”); NIL Materials (as hereinafter defined) and/or other content featuring an Originator’s performances and/or appearance and/or owned / controlled by such Originator shall be referred to herein as “GN(s).”

    Originators hereby grant SGI the exclusive right to produce, if and as applicable, create, distribute and exploit each GN hereunder throughout the world in perpetuity. SGI shall market and make available each GN for sale or auction and shall operate and administer the Platform. In connection with the rights granted hereunder and the creation of GNs, Originators grant SGI all necessary rights to use their name(s) (legal and/or professional), image, likeness, voice, signature/autograph, and biographical information (“NIL Materials”) and/or such NIL Materials which are owned / controlled by such Originator; and/or artwork, song titles, song credits, and/or any additional material owned / controlled by such Originator that is ancillary to such content and/or provided to SGI.

    In consideration of the use of the Platform, Originators grant to SGI and its licensees, assigns and affiliates, all necessary licenses and rights in and to the NIL Materials and GNs for exploitation including the sale, auction, promotion and/or marketing thereof, the Platform, and in connection with SGI’s general marketing purposes in perpetuity. Originators shall be responsible for obtaining and clearing any and all licenses, rights, permissions and consents that may be required from, and paying any and all associated royalties and other amounts that may be owed to any and all third party collaborators (e.g., visual artists, designers, performers, producers and/or mixers) as necessary or required in connection with the creation, use and exploitation of the NIL Materials and GNs (including by SGI and any purchasers of GN(s)), including any and all intellectual property embodied therein and any and all contractual rights implicated thereby, by or on behalf of SGI, throughout the world in perpetuity. Originator’s obligations hereunder include, without limitation, obtaining any and all licenses, rights, permissions and consents that may be required in connection with sound recordings, musical compositions, artwork and other works, trademarks or any other intellectual property rights or other rights embodied in the GNs, including without limitation, the NIL Materials or any of them (collectively, “Clearances”). As applicable, Originators shall provide SGI with all written agreements or other documentation requested by SGI evidencing all Clearances have been properly obtained. Originators acknowledge and agree that any payments made by or on behalf of SGI in connection with any Clearances are Originators’ sole responsibility, and may, in SGI’s sole discretion and without limitation of SGI’s other rights and remedies, be deducted from any and all monies otherwise payable to an Originator pursuant to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event of a third party notice, claim or demand, SGI may, in its sole discretion, withhold and/or reallocate monies or payments hereunder.

    3

    Originator Payments

    Payment processing services for Originators on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a User on the Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Platform enabling payment processing services through Stripe, you agree to provide the Platform accurate and complete information about you and your business, and you authorize the Platform to share it and transaction information related to your use of the payment processing services provided by Stripe.

    With respect to initial sales of GNs on the Platform, Originators will receive an amount equal to Eighty Percent (80%) of the initial sale or auction of GN(s) less any actual third-party costs and expenses incurred in connection with the collection of such gross revenue (which shall include, without limitation, credit card or other transaction fees and applicable taxes), third-party marketing, promotion and/or authentication costs (if any), and any actual third-party costs or expenses in connection with clearing or obtaining any necessary third-party rights in connection with the NIL Materials and/or GN(s).

    With respect to subsequent sales of GNs, Originators will receive an amount equal to Ten Percent (10%) of the sale price.

    4

    Originator Representations and Warranties

    In addition to the representations and warranties otherwise agreed to hereunder, Originators further represent and warrant that: (i) they either own fully and outright the GNs and NIL Materials or have obtained all rights, approvals, licenses, consents and permissions as are necessary and are authorized to grant the rights and licenses granted under this Agreement, to make the representations and warranties made herein, and to perform all Originators’ obligations hereunder; (ii) any materials licensed, furnished or created hereunder including, without limitation, the NIL Materials and GNs and the sale, auction, licensing of GNs to third parties and/or exploitation thereof hereunder shall not infringe upon or violate the legal or equitable rights of any third party under any law or regulation, whether contractual, statutory, or common law; (iii) except as expressly provided for herein, SGI shall not be required to make any payments of any nature for, or in connection with, the acquisition, exercise, or exploitation (whether sale or licensing) of the GNs or any rights granted pursuant to this Agreement; (iv) the GNs will not contain any material or content which contains any falsehoods or misrepresentations that could damage SGI or any third party, or which is defamatory, obscene, or otherwise unlawful or legally restricted; (v) each Originator shall be solely responsible for their own tax payments and shall not hold SGI liable for any default, delinquency, misfiling, or penalty related to such tax payments, whether at local, state, federal or international levels.

    Originators agree to indemnify, defend and hold harmless SGI and its affiliates, successors, officers, directors, employees, agents, and representatives (collectively, “SGI Indemnitees”) from and against all losses, liabilities, damages, claims and expenses, including reasonable out of pocket attorneys’ fees and costs, in connection with any and all claims arising as a result of: (i) the use or misuse of the Platform; (ii) the violation of any term of these Terms and Conditions, including any breach of any representation, warranty, covenant or agreement made herein; (iii) the violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any GN and/or NIL Materials provided, uploaded, onboarded or published by means of the Platform caused damage to a third party; or (v) gross negligence or willful malfeasance (collectively, “Claims”). Originators are solely responsible for defending any such Claims, and for payment of losses, costs, damages, or expenses resulting from the foregoing to both a third party and to the SGI Indemnitees. SGI reserves the right, at the applicable Originator’s expense, to assume the exclusive defense and control of any Claims or any matter for which such Originator is required to indemnify SGI, and Originators agree to cooperate with SGI’s defense of these claims. This indemnification and defense obligation will survive any use of the Platform.

    5

    Buying and Selling

    Users assume certain risks in using a marketplace service such the Platform. Buyers contract directly with Sellers for the purchase of GNs on the Platform. SGI does not make any representations or warranties regarding GNs offered or sold on the Platform. SGI is not an auctioneer, a Seller, payment processor or a carrier. You as a Buyer and/or Seller acknowledge and agree that you bear all of the risks in selling, buying and/or shipping GNs on the Platform. Buyers purchase GNs purely for their own enjoyment without any expectation of profit or financial return. Purchases and sales on the Platform are only available in the United States.

    Upon completing a purchase through the Platform, GNs may be posted on the Platform for public display. Users agree to allow other registered Users of the site to view and submit offers for the potential purchase of the displayed GNs. The original Buyer retains the right to accept or decline any offers at their sole discretion. User acknowledges and agrees that their posted item(s) will be visible to other Users and that they are willing to engage in potential further transactions regarding the GNs. User has the option to opt out, in which case User will not receive offers until User subsequently opts in. SGI reserves the right to remove any postings at any time and for any reason, at our sole discretion, without liability or prior notice.

    6

    Limitations of Liability and Indemnification

    By using any services provided by the Platform, you agree that in no event will the Platform, Platform Owner, its and their officers, employees, agents, affiliates, licensees and web hosting services be liable for any direct or indirect, incidental, special or consequential damages as a result of your accessing the Platform and using any of the services available. Your sole remedy for any breach or default of this Agreement by the Platform or SGI shall be a return of any fees paid to the Platform or SGI for any services provided under this Agreement. You indemnify and agree to defend and hold harmless the Platform, SGI, its and their officers, employees, agents, affiliates, licensees and web hosting services and third parties for any losses, costs, liabilities and expenses (including but not limited to court costs, legal fees, awards or settlements) relating to or arising out of your use of the Platform including, without limitation, your posting of content to the Platform, in addition to any breach by you of the Terms contained in this Agreement.

    7

    Responsibility for Use of Platform

    You understand and agree that you are solely responsible for your actions and decisions to meet or communicate directly with other people who you meet online by virtue of the services provided on the Platform.

    8

    Do Not Rely on the Platform

    Opinions, advice, statements or other comments should not necessarily be relied upon and are not to be construed as professional advice from the Platform or SGI. The Platform and SGI do not guarantee the accuracy or completeness of any of the information provided, and are not responsible for any loss resulting from your reliance on such information.

    9

    Warning re: Offensive Information

    It is possible that other Platform clients will post or send obscene or offensive materials on the site or to you via e-mail. It is also possible that by using your e-mail address, other people may, through other means outside the control of the Platform, have access to personal information about you. The Platform, SGI, its employees, agents, affiliates, licensees and web hosting services are not responsible for these transmissions or for the release of such information by others about you.

    10

    Right to Monitor

    The Platform and SGI reserve the right, but are not obligated, to monitor materials posted in any public area on the Platform and shall have the right to remove any information and/or content and/or take any other action in its sole discretion (including, by way of example, suspending user accounts). Notwithstanding the foregoing, you remain solely responsible for your use of any information contained on the site.

    11

    Feedback

    You agree that submission of any ideas, suggestions, documents, and/or proposals to SGI (“Feedback”) is at your own risk and that SGI has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to SGI a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform and/or SGI’s business.

    12

    Confidentiality

    It is agreed that all personal information given to the Platform or SGI, will be kept confidential by the Platform and SGI, with the following exceptions: (1) basic biographical information (i.e. age, sex, race) may be posted with your user ID for others to view; (2) you actively chose to post your personal information for others to see; (3) you send a message to another client, which will disclose your e-mail address to that client or (4) you have harassed another person via any service provided by the Platform, in which case the confidentiality clause contained in this Agreement is rendered null and void.

    13

    Ownership, Copyrights, Trademarks, Licenses

    The Platform and SGI own and retain all proprietary rights to the Platform service, its trademarks and copyrights. Except for any information that is in the public domain, you are not authorized to reproduce, transmit or distribute the proprietary information of the Platform and SGI. By posting information and/or content to Platform and SGI you represent that you have the right to grant permission for unrestricted use by Platform and SGI in perpetuity.

    14

    Application License

    Subject to your compliance with the Agreement, SGI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) access and use the features and functionality of the Platform available through the Website for your own personal or lawful business purposes; and (b) download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or lawful business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs on iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple Media Services Terms of Service. Notwithstanding the foregoing, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

    The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

    • This Agreement between you and SGI, and not with Apple. Apple is not responsible for the Application and the content thereof.

    • SGI grants you the right to use the Application only on an iOS product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.

    • Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.

    • Apple is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.

    • Apple is not responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including but not limited to: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

    • In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if applicable, for the Application to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application.

    • Apple and Apple's subsidiaries are third party beneficiaries of this Agreement and, upon your acceptance, Apple as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you.

    The following applies to any Google Play Sourced Application accessed through or downloaded from the Google Play Store:

    • To the extent of any conflict between (a) the Google Play Terms of Services and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and (b) the other terms and conditions in this Agreement, the Google Play Terms shall apply with respect to your use of the Application that you download from Google Play, and

    • You hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by SGI or you (or any other user) under this Agreement or the Google Play Terms.

    15

    Copyright Policy

    SGI takes claims of ownership seriously and aims to protect copyright and intellectual property owners via the Platform and otherwise. If you believe that your work has been copied and posted on the Platform in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Platform of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for SGI’s Copyright Agent for notice of claims of copyright infringement is as follows: Ghostnote Legal.

    16

    No Warranties

    Platform and SGI provide the Platform services on an "as is" basis and do not make any warranty, express, implied, limited or other with respect to the services provided. Specifically, Platform and SGI do not warrant that the service will always be available, be uninterrupted, be error free, meet your requirements, or that any defects in the services will be corrected.

    17

    Arbitration

    This Agreement shall be governed by and construed under the laws of the State of Montana, without regard or reference to choice of law or conflicts of law principles. ANY DISPUTE, CONTROVERSY OR CLAIM, WHETHER IN TORT, CONTRACT OR OTHERWISE, THAT ARISES FROM OR RELATES TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WHETHER THE CLAIMS ASSERTED ARE ARBITRABLE, SHALL BE EXCLUSIVELY AND FINALLY DETERMINED BY A SINGLE-ARBITRATOR ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN EFFECT FROM TIME TO TIME. The arbitrator shall be selected by mutual agreement of the parties hereto, or at a party’s demand to the AAA if both parties are unable to reach mutual agreement on the selection of an arbitrator within fifteen (15) days following the commencement of such discussions, by an experienced commercial arbitrator selected by the AAA. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. THE VENUE FOR ALL ARBITRATIONS SHALL BE FLATHEAD COUNTY, MONTANA. The language to be used in all arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of our rights to seek injunctive or other equitable relief in any court of competent jurisdiction. Except as otherwise provided in this paragraph, each party shall be responsible for its own fees, costs and expenses, and one-half of the AAA’s fees, costs and expenses in connection with any such arbitration.

    18

    Severability

    If any provision is found to be invalid, the remaining provisions will be in full force and effect.

    19

    Entire Agreement

    This Agreement constitutes your entire Agreement with the Platform and SGI with respect to any services.

    20

    The Waiver

    The failure of Platform or SGI to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Platform or SGI must be in writing and signed by an authorized representative of the SGI.

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