This NFT PURCHASE AGREEMENT is a legal agreement between ECTATE. CORPORATION a registered California C-Corporation and “You” THE PURCHASER and is intended to govern Your purchase of non-fungible tokens offered by ECTATE. CORPORATION through online marketplace facilitated through SHOPIFY. As used in this Agreement, "You" and its variants, including "Your," refers to: (a) the person who is the initial purchaser of the NFT; and (b) any persons to whom ownership of the NFT is transferred by the initial purchaser or any subsequent owner, whether by sale, donation,  or other operation of law. By purchasing or otherwise accepting ownership of the NFT, you hereby acknowledge and agree to the terms and conditions outlined in this Agreement, as well as any other terms and conditions referenced in our privacy policy [https://ectate.com/policies/privacy-policy]. Should you decline to accept such terms and conditions, you are hereby prohibited from accepting ownership of, using, or interacting with the NFT in any manner.

NOTICE OF LIMITATIONS OF LIABILITY,

ARBITRATION, AND CLASS ACTION WAIVERSThis agreement contains various limitations and exclusions of liability in Sections 6 (DISCLAIMERS) and 8 (LIMITATION OF LIABILITY), as well as an arbitration clause and class-action waiver in Section 9 (DISPUTE RESOLUTION). By purchasing, using, or otherwise accepting ownership of the NFT, you agree, on behalf of yourself and any other person or entity you represent, to resolve all disputes through binding individual arbitration. This means you waive any right to have those disputes decided by a judge or jury and your right to participate in class actions, class arbitrations, or representative actions. Additionally, this agreement, along with any other terms and conditions referenced therein, include your release of all claims for any damages against the seller and certain third parties that may arise out of or are otherwise related to your purchase, use, or acceptance of ownership of the NFT.

NFT Purchase Terms. Upon purchasing or otherwise accepting ownership of the NFT, you do not acquire any right, title, or interest in or to any of the artwork, images, music, audiovisual works, or other content associated with, or represented by, the NFT (collectively, the Artwork).

Reserved Rights. In this document, the title, interest in and to the artwork, and all associated intellectual property rights are hereby expressly reserved for the Seller. These rights encompass a wide range of elements, including trademarks, service marks, trade dress, trade names, logos, domain names, and other similar designations that identify the source or origin of the artwork. Additionally, the goodwill associated with these elements is also protected. Furthermore, the rights reserved include copyrights, moral rights, and all other rights relating to works of authorship. This encompasses computer programs, data and databases, industrial design rights, rights of publicity, and all other intellectual property and proprietary rights of any kind, whether registered or unregistered. This comprehensive protection encompasses all registrations, applications for, renewals, and extensions of such rights, as well as any similar or equivalent rights or forms of protection globally. By signing this document, you acknowledge and agree to refrain from reproducing and distributing any form of the artwork. 

Purchase and Fees. As the initial purchaser of the NFT, you acknowledge your agreement to purchase and pay for the NFT in accordance with the terms and conditions of Shopify, the marketplace where the NFT is offered. By purchasing the NFT, you agree to pay all applicable fees and authorize the Seller to automatically deduct any transaction fees (including gas fees applicable to the blockchain supporting the NFT) directly from your cryptocurrency wallet or other authorized and legal payment method. The Seller has no control over the execution of any smart contract operation or functionality or any transaction fees associated with the NFT. Furthermore, the Seller does not possess the ability to reverse any transactions. Consequently, the Seller shall not be liable to you or any third party for any claims or damages arising out of or relating to your use or transfer of, or other interactions with, the NFT or artwork, or any related experiences (as defined below).

Restrictions of Purchase Rights. By holding the NFT, you agree that you will not modify the artwork or any of the Seller’s intellectual property (IP) embodied in it in any manner, including shapes, designs, drawings, attributes, or color schemes, without the Seller’s express prior written consent. You will also not use the artwork in any manner that depicts, constitutes, or encourages hate speech, intolerance, cruelty, violence, vulgarity (e.g., pornography), offensive behavior, political statements, illegal, unlawful, defamatory, harassing, abusive, or fraudulent activities or language. You will not attempt to register or otherwise acquire any trademark, copyright, or other intellectual property or proprietary rights in or to the artwork or any of the Seller’s IP. You will not represent or imply that the Seller endorses or otherwise supports your use of or interactions with the NFT or artwork. You will not make any defamatory or otherwise false or misleading statements about the Seller, the NFT or artwork, or the experiences. You will not engage in any fraudulent or deceptive activity intended or designed to artificially increase or decrease the value of the NFT. You will not use any software, hardware, or other technology, device, or means, including viruses, worms, malware, malicious, or other harmful computer code, whose purpose or effect is to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner the security or integrity of the systems and marketplaces supporting the NFT or artwork, including any associated cryptocurrency wallets or smart contracts.

Additional Terms.

Third-Party Marketplaces. The seller relies on Shopify, a third-party marketplace, to facilitate transactions involving the NFT, including any of your uses of or other interactions with the NFT. Consequently, your transactions involving the NFT are subject to the terms and conditions of such third-party marketplaces. The seller is not in control of, and you hereby agree not to hold the seller responsible or liable for such third-party marketplaces’ terms and conditions. Furthermore, your uses of and other interactions with the NFT may be limited or otherwise affected if: (a) the terms and conditions or pricing of such third-party marketplaces change; (b) you or the seller cannot comply with the terms and conditions of such third-party marketplaces or any update or modification to them; or (c) a third-party marketplace dissolves, declares bankruptcy, becomes insolvent, or otherwise ceases business operations.

Seller's Termination Rights. Seller may also terminate this Agreement immediately if: (a) You breach of any of the terms and conditions of this Agreement, including any of the restrictions in Section (Restrictions of purchase rights); or (b) You unlawfully or illegally use the NFT.

Assumption of Risk.

Sellers Rights and Obligations. You acknowledge and agree that the Seller is not responsible for the website that hosts the artwork or any blockchain or distributed ledger on which the NFT is recorded, nor for repairing, supporting, replacing, or maintaining the same. You further understand and agree that the Seller has no obligation to maintain any link or other connection between the NFT and the artwork.

Crypto Assets. The Seller does not store, transmit, or receive cryptocurrency assets, including tokens available on any blockchain. All transfers of cryptocurrency assets occur within the supporting blockchain, which the Seller does not control. Due to rapidly changing pricing and fluctuating demand, increased regulation, and other variables, public blockchains and associated distributed ledgers can experience significant periods of network congestion, inconsistent, or slowed processing speeds, and unpredictable failures. Consequently, transactions, such as your sale or donation of the NFT, may be irreversible, resulting in potential losses due to fraudulent or accidental transactions. Additionally, these transactions will be recorded on a public blockchain’s distributed ledger at a later date than when you or the Seller initiated the transaction involving the NFT.

Internet Based Transfers. Certain inherent risks associated with utilizing an Internet-based digital asset include those arising from or relating to hardware, software, and Internet connections, the potential for malicious software introduction, and the risk of unauthorized access to information stored within your cryptocurrency wallet or other method of holding and transferring cryptocurrency assets. By accepting this agreement, you acknowledge that you will not hold the Seller liable or responsible for any communication failures, disruptions, errors, distortions, inaccuracies, or delays that you may encounter while conducting or otherwise engaging in any transactions involving the NFT or artwork, irrespective of how such transaction was initiated or completed.

Regulations. Digital assets, such as blockchain-based assets like NFTs, are subject to developing statutes, regulations, rules, orders, treaties, and other laws (collectively known as Laws) globally. These Laws, along with any updates or modifications to them, may impact this Agreement and its terms and conditions. If any Laws render this Agreement, any provision thereof, or any terms and conditions incorporated by reference unlawful or unenforceable, Seller shall not be deemed in breach of this Agreement. At Seller’s discretion, Seller may terminate this Agreement, including any rights to any Experiences offered in connection with the NFT. The NFT is not intended to be construed as a “security” under any applicable laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940, as amended.

Disclaimers. 

The seller shall not be liable for any claims or losses arising from or related to any failure or abnormal behavior of any software or systems that support or are otherwise associated with the NFT or artwork, including media servers, cryptocurrency wallets, smart contracts, blockchains, node communications, third-party marketplaces, or other distributed ledger technologies. Furthermore, the seller assumes no responsibility or liability for any claims or losses arising from or otherwise related to the following:

Errors such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses.

• Server failure or data loss.
• Corrupted cryptographic files, including those related to your cryptocurrency wallet.
• The behavior or output of any software or hardware, including any features, development errors, or other issues of any media server, blockchain, or cryptocurrency wallet.

Any other unauthorized third-party activities.

The use of any software, hardware, or other means, including any virus, worm, malware, malicious, or other harmful computer code, whose purpose or effect is to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner the security or integrity of the software and systems that support or are otherwise associated with the NFT or artwork, or the experiences, including any media servers, cryptocurrency wallets, smart contracts, blockchains, node communications, third-party marketplaces, or other distributed ledger technologies.

The NFT is a digital asset that exists solely due to the ownership record maintained in the applicable blockchain network and its associated distributed ledger. Any transfer of title to any digital asset, such as the NFT, occurs on a public blockchain’s distributed ledger within that network, which the seller does not own or control. Consequently, the seller makes no representations, warranties, or guarantees that the seller or any third-party marketplace can effect the transfer of any right, title, or interest in or to the NFT. You bear full responsibility for verifying the identity, legitimacy, and authenticity of assets you purchase through third-party marketplaces, including the NFT. Regardless of any indicators or messages suggesting the identity, legitimacy, or authenticity of the NFT, the seller makes no claims concerning, nor any representations, warranties, or guarantees pertaining to the identity, legitimacy, or authenticity of assets available on or through any third-party marketplace, including with respect to the NFT or any transaction that the seller or you may conduct or otherwise engage in on or through such third-party marketplaces.

Indemnities. Without limiting any other provision of this Agreement, you shall indemnify, defend, and hold harmless the Seller, its parents, subsidiaries and affiliates, and its and their respective officers, directors, managers, members, employees, agents, representatives, successors, and assigns (with the Seller, each a Seller Party, and collectively, the Seller Parties) from and against any and all actual or alleged demands, allegations, claims, suits, actions, or other proceedings (collectively, Claims) and any related orders, awards, fines, penalties, settlements, costs, expenses, damages, liabilities, judgments, or other losses, including reasonable attorneys’ fees (collectively, Losses), that arise out of or are related to your: (a) purchase, ownership, sale, assignment, donation, or any other transfer or use of, or interaction with, the NFT or your use of any Artwork[, or your redemption of any Experiences]; (b) alleged or actual breach of this Agreement, including Sections 1. (Ownership), 2. (License Grant and Restrictions), and 3. (Additional Terms); (c) alleged or actual violation of any applicable Laws in connection with any of your uses of or interactions with the NFT or Artwork[, or any Experiences]; or (d) fraud, misconduct, or other misrepresentation in connection with the NFT or Artwork[, or any Experiences]. The above indemnities, however, do not apply to Claims or Losses arising solely from the Seller’s fraud, gross negligence, or willful misconduct. You shall not settle or otherwise compromise any Claim without the Seller’s prior written consent.

Liability Cap. Under no circumstances shall the total amount of damages for which the seller shall be liable in connection with any and all claims arising out of or relating to this agreement, the NFT or artwork, or any experience, exceed the total amount of fees received by the seller from the sale of the NFT, if you have purchased ownership of the NFT directly from the seller.

Dispute Resolution.

Arbitration and Class Action Waiver Disclaimer. By purchasing or otherwise accepting ownership of the NFT, redeeming or attending any experience, or accessing or using any of the artwork, you agree to resolve any dispute between you and the seller arising out of or relating to the NFT or artwork, or any experience, by individual binding arbitration, as described in this section. Please read these dispute resolution provisions carefully, as they affect your rights and will impact the resolution of any claims that you and the seller may have against each other. All disputes between the buyer and seller, arising from the agreement, NFT, or artwork, must be resolved through final, binding arbitration, except for small claims court or equitable relief in a court of competent jurisdiction. The arbitrator has exclusive authority to resolve disputes regarding the arbitration provision.

Class Action Waiver. All arbitrations conducted under this Agreement shall be conducted on an individual basis, not on a class-wide basis. An arbitrator shall not have the authority to certify a class or award class-wide relief. The arbitrator is authorized solely to award relief on behalf of the individual parties and only to the extent of their individual claims. You acknowledge and agree that unless Seller and You otherwise agree in writing, you may not seek to join or consolidate your claims with any other similar claims, nor may an arbitrator or court do so. You further agree that you will not proceed in any court or arbitration proceedings as a representative of others (including in the capacity of a private attorney general), join in any court or arbitration proceedings brought by any other person, and understand that you may not be included as a member of any class that may be certified by a court or arbitrator. Your waiver of rights to bring or participate in court proceedings and as a representative or member of a class applies specifically but is not limited to claims brought under California’s Unfair Competition Law, False Advertising Act, and its Consumer Legal Remedies Act, Ohio’s Unfair and Deceptive Trade Practices Act, and any other state consumer protection laws.

Arbitration Procedures. Prior to initiating any arbitration proceedings under this Agreement, a party must first deliver to the other a written notice of dispute (Notice). Your Notice to Seller must be sent to Seller at 553 N. Pacific Coast Hwy Suite B415, Redondo Beach, California 90277. Seller may send Notice to You using any contact information You provided to Seller (provided You have not provided any such information to Seller, then Seller has no obligation to provide any Notice to You). 

If a party’s claim is not resolved within sixty (60) days of the delivery of the applicable Notice, you or the Seller may initiate arbitration proceedings in accordance with this Agreement. The arbitration will be conducted by a single, neutral arbitrator administered by JAMS or its successor (JAMS) and conducted pursuant to the then-current Streamlined Arbitration Rules and Procedures (available at https://www.jamsadr.com/rules-streamlined-arbitration/) and, if you are an individual, in accordance with JAMS’ Consumer Arbitration Minimum Standards (available at https://www.jamsadr.com/consumer-minimum-standards/) (as applicable, the JAMS Rules).

If the JAMS Rules conflict with any provision of this Agreement, this Agreement shall prevail. You and the Seller shall mutually agree upon a neutral arbitrator, provided that if the parties are unable to agree on an arbitrator within ten (10) days, JAMS shall select the arbitrator.

The arbitration must be conducted in Los Angeles, California, unless the parties mutually agree otherwise. If you are an individual, the arbitration may be conducted in the county or parish of your primary residence. Alternatively, you or the Seller may elect to have the arbitration conducted by telephone, video conference, written submissions, or in-person at a mutually agreed location. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS Rules.

Arbitration Awards and Costs. The arbitrator shall apply the governing law as specified in Section (g) (Choice of Law), with the exception that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. The arbitrator shall be empowered to award the prevailing party any remedy available at law or in equity that is not otherwise specifically precluded by this Agreement, including injunctive or declaratory relief, specific performance, and damages. The arbitrator’s award will consist of a written statement detailing the disposition of each Claim or dispute. The award will also provide a concise written statement summarizing the fundamental findings and conclusions upon which the award is predicated. Each party shall be responsible for its own attorneys’ fees, costs, and expenses incurred in connection with any arbitration or court proceeding between the parties, irrespective of any provision awarding attorneys’ fees to a prevailing party that may be contained within any statute under which either party may bring a Claim or dispute. The arbitrator’s award may be entered as a judgment in any court of competent jurisdiction.

Jury Waiver. If, for any reason, a claim proceeds in court rather than in arbitration, the parties expressly and irrevocably waive any right to a jury trial.

Choice of Law. This Agreement shall be governed by, and construed in accordance with, the law of California and applicable federal law, without regard to any conflict of laws principles. To the extent that any Claim or dispute is not subject to arbitration under this Section 9., such dispute must be resolved exclusively through an action brought in the appropriate state or federal court located in Los Angeles, California. Both parties irrevocably and unconditionally consent to the jurisdiction and venue of such courts for the adjudication of any non-arbitrable claims and waive any objection to such courts on any basis, including inconvenience of the forum. The parties hereby expressly waive the right to a jury trial in connection with any such lawsuit and agree that no such lawsuit can be brought as a class action or other representative action.

Contractual Limitations Period. Within one year of the date of the occurrence of the events or facts giving rise to a claim or dispute, you must file a complaint with JAMS or a permitted court. Failure to do so will result in the forfeiture of your right to pursue any such claim or dispute based on those events or facts.

Privacy

Child Safety. To accept ownership of, use, or interact with the NFT, you must be at least eighteen (18) years of age. Minors under eighteen (18) and at least thirteen (13) years of age are only permitted to accept ownership of or otherwise use or interact with the NFT through a cryptocurrency wallet or other authorized and legal method owned by a parent or legal guardian, with their appropriate consent and under their direct supervision. Children under thirteen (13) years of age are not permitted to accept ownership of or otherwise access or engage with the NFT. By accepting ownership of or otherwise using or interacting with the NFT, you represent and warrant that you are in compliance with this Section (a).

Export Controls. NFTs, along with any associated software, systems, media servers, crypto wallets, smart contracts, blockchains, node communications, third-party marketplaces, or other distributed ledger technologies, may be subject to U.S. export control laws, such as the Export Administration Regulations. You hereby represent and warrant that:

• You are not included on the list of Specially Designated Nationals maintained by the U.S. Office of Foreign Assets Control or any other U.S. government list of prohibited or restricted parties and are not owned or controlled by any individual on such a list;

• You are not a resident of, or located in, any country or territory against which the U.S. maintains comprehensive sanctions (including Cuba, Iran, Syria, North Korea, and the Crimea Region of Ukraine).

• You are prohibited from directly or indirectly exporting, reexporting, or releasing the NFT or any related or supporting software or systems to any person, country, or territory that is prohibited from receiving them under applicable laws, including any country subject to comprehensive sanctions or any individual or entity included on any U.S. government list of prohibited or restricted parties.

Assignment. This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their authorized successors and assigns. You shall not transfer this Agreement or any rights or obligations under it solely to a third-party transferee who accepts ownership of the NFT and all of the terms and conditions of this Agreement in accordance with Section (b) (Effect of Transfer) above. The Seller may transfer this Agreement without Your consent and, after any such transfer, shall have no continuing obligation or liability to You.

[Updated April 20th, 2025]