Last revised: August 16, 2022

Grails Terms and Conditions

These Terms and Conditions (“Terms”) govern the digital assets constituting Grails Mint Passes and Grails NFTs (collectively, “Grails Assets”) made available by PROOF Holdings, Inc (“PROOF,” “we,” “us,” or “our”). By purchasing, obtaining, using, selling or otherwise exploiting in any manner (collectively, “Using”) any Grails Assets, you acknowledge that you have read and agree to these Terms. Your use of the website located at https://collective.proof.xyz/ (the “Site”) is governed by the Terms of Use located athttps://collective.proof.xyz/terms , and our practices regarding the collection, use and sharing of personal information are set forth in our Privacy Policy located at https://collective.proof.xyz/privacy.

By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not Use any Grails Assets.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PROOF ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Site user interface, in an email notification or through other reasonable means. Any such changes will become effective when posted, unless a different date is indicated by us. Your continued Use of any Grails Assets after the date any such changes become effective constitutes your acceptance of the new Terms and Conditions.

SMART CONTRACT ENABLED

The Grails Assets are Ethereum-based tokens that use smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Grails Assets are outside of the control of any one party, including PROOF, and are subject to many risks and uncertainties. PROOF neither owns nor controls MetaMask, WalletConnect, the Ethereum network, your browser, or any other third party site, product, or service (including third party wallets or marketplaces) that you might access, visit, or use to Use Grails Assets (a “Transaction”), and that, except with respect to transferring ownership of a Grails Asset to the initial owner (“Initial Owner”), PROOF has no responsibility with respect to any Transaction. PROOF will not be liable for the acts or omissions of any third parties, nor will PROOF be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring ownership of the Grails Asset to the Initial Owner, PROOF has no control over the transfer, storage, ownership, maintenance or other Use of the Grails Assets. Each owner of a Grails Asset is referenced herein as a “Collector”.

GRAILS MINT PASSES

A Grails Mint Pass confers upon the Collector of such Grails Mint Pass the right to mint one Grails NFT for each Grails Mint Pass such Collector owns. Once minted, the Grails Mint Pass will no longer be valid. Collectors must mint Grails NFTs during the minting period for Grails NFTs, as determined and communicated by PROOF. For a period of time after minting as determined and communicated by PROOF, the digital artwork associated with each Grails NFT will be temporarily digital artwork created by or on behalf of PROOF and the actual digital artwork permanently associated with each Grails NFT that is created by an artist featured as part of the Grails collection (each such artist, an “Artist”) will be revealed at a time to be determined and communicated by PROOF. The digital artwork associated with a Grails NFT, whether temporary or permanent, is referenced herein as “Art”. PROOF does not make any representation, warranty or guarantee (a) that any Collector will receive any specific Grails NFT or (b) regarding the Art that is associated with any Grails NFTs.

GRAILS NFT PERKS

A Collector of a Grails NFT may receive special perks, experiences, or opportunities as determined by PROOF in its sole discretion (“Perks”). PROOF does not make any representation, warranty or guarantee that any Collector will receive any Perks or achieve any particular outcome as a result of owning any Grails NFT. PROOF reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any Collector, including to limit the period of time when a Perk is available, for any reason, at any time. Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and PROOF makes no recommendation and provides no professional advice in connection with any Perks or otherwise as a result of holding or owning the Grails NFT.

CONNECTING YOUR WALLET

In order to engage in a Transaction, you must connect your account to your digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed by PROOF. Such digital wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. When you link your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of Grails Assets and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). PROOF is not responsible for managing and maintaining the security of your cryptocurrency wallet. PROOF has no responsibility or liability to you for any unauthorized access to or use of your cryptocurrency wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to the Grails Assets, please notify us immediately.

SALE OF GRAILS ASSET

When each Grails Asset is sold, transferred or otherwise undergoes a Transaction for the first time, the applicable agreement for such Transaction is between PROOF and the Initial Owner. If the Initial Owner decides to sell a Grails Asset (“Secondary Sale”), then PROOF is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale. If you, as a Collector, sell or transfer a Grails Asset to another collector, then (a) you represent and warrant that you will notify the subsequent collector of these Terms and require the subsequent collector to comply with these Terms, and (b) you, as the seller or transferor of such Grails Asset, will cease to have any further rights to such Grails Asset.

If applicable, by placing an order for a Grails Asset, you agree that you are submitting a binding offer to purchase a Grails Asset, you agree to pay all applicable fees associated with the Transaction, and you authorize PROOF to automatically charge and collect such fees from your payment instrument or wallet. If you are an Initial Owner, then all amounts due are to be paid to PROOF. If you are not the Initial Owner of a Grails Asset, then amounts may be paid to the seller of such Grails Asset.

You acknowledge and agree that (a) PROOF receives 5.0% of every Secondary Sale of a Grails Mint Pass and (b) PROOF receives 2.0% and the applicable Artist receives 8.0% of every Secondary Sale of a Grails NFT (each, a “Royalty”). The right to collect Royalties will apply in perpetuity. As such, if you sell a Grails Asset on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT:

No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

TAXES

You are responsible for any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your Use of the Grails Assets (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale or other Use of a Grails Asset).

PROOF INTELLECTUAL PROPERTY RIGHTS

PROOF's name and logos, including the term PROOF, are trademarks and service marks of PROOF (collectively the “PROOF Trademarks”). Nothing in these Terms should be construed as granting or waiving, by implication, estoppel, or otherwise, any license or right to use any of PROOF Trademarks or, other than the rights to the Art (as set forth below), any other intellectual property of PROOF, without PROOF's prior written permission in each instance. All rights in such intellectual property are reserved by PROOF and/or its affiliates, and all goodwill generated from the use of PROOF Trademarks will inure to our exclusive benefit.

RIGHTS TO ART ASSOCIATED WITH GRAILS ASSETS YOU OWN

Personal Use. Subject to your continued compliance with these Terms, PROOF grants you a worldwide, royalty-free license to use, copy, and display the Art associated with your Grails Asset, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Grails Asset, provided that the marketplace cryptographically verifies each Grails Asset owner’s rights to display the Art for their Grails Asset to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your Grails Asset, provided that the website/application cryptographically verifies each Grails Asset owner’s rights to display the Art for their Grails Asset to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Grails Asset leaves the website/application. Upon any sale or transfer of a Grails Asset, (a) the foregoing license will automatically transfer to the subsequent owner of such Grails Asset, and such other owner will be deemed the “Collector” and licensee (for purposes of such Grails Asset and the license granted above to the underlying Art) and will be subject to these Terms and (b) the seller or transferor of such Grails Asset will cease to have any further rights to such Art with respect to such Grails Asset.

Art Restrictions; Release: As a Collector, you agree that you will not, and will not permit any third party to, do or attempt to do any of the foregoing without PROOF’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Art which would be prejudicial to PROOF’s or the applicable Artist’s honor or reputation; (ii) use the Art to advertise, market, or sell any third party product or service; (iii) use the Art in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the Art in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms of Service; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Art; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing your Grails Asset or underlying Art; (viii) falsify, misrepresent, or conceal the authorship of the Art; or (ix) except as expressly permitted in these Terms, otherwise utilize any Art for your or any third party’s commercial benefit. However, if the owner of the copyright in any Art (i.e., PROOF or the Artist, as applicable) waives the copyrights in such Art via CC0, then clauses (ii), (iv), (v) and (ix) above will not apply to such Art that is subject to CC0.

You irrevocably release, acquit and forever discharge PROOF and its affiliates and its and their Representatives (as defined below) of any liability for direct or indirect copyright or trademark infringement for their use of any Grails Asset or underlying Art.

NO PROFESSIONAL ADVICE; TRANSACTION RISKS

The information on the Site and any information provided in connection with Perks or Grails Assets are provided to Grails Asset owners only and for information only and do not constitute, and should not be construed as, professional advice or a recommendation to purchase, sell, trade, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any purchase, sale, trade, or other transaction with respect to any digital asset.

The information on the Site and any information provided in connection with Perks or Grails Assets provided to Grails Asset owners are provided solely on the basis that you will make your own transaction decisions, and PROOF does not take account of any person's financial or other objectives, particular needs, or financial situation. In addition, nothing on the Site or any information provided in connection with the Perks or Grails Assets provided to Grails Asset owners shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional advice before making any transaction decision. Any decision that you make should be based on an assessment of your risks in consultation with your professional adviser(s).

The digital assets about which information is provided on the Site and any information provided in connection with the Perks or Grails Assets provided to Grails Asset owners are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Site, or any information provided in connection with the Perks or Grails Assets provided to Grails Asset owners or to which you may independently have access.

There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks.

THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS OR SERVICES THAT MAY BE VIEWED OR TRACKED ON THE SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH PERKS OR GRAILS ASSETS FOR GRAILS ASSET OWNERS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE, SELL, TRADE OR OTHERWISE TRANSACT IN A GRAILS ASSET.

RESTRICTIONS

You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without the PROOF's express prior written consent in each case:

RISKS

Please note the following risks in accessing, purchasing, selling or otherwise Using Grails Assets: The price and liquidity of blockchain assets, including Grails Assets, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Grails Assets, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Grails Assets. Grails Assets are not legal tender and are not backed by any government. Transactions of Grails Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions of Grails Assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the Transaction. The value of Grails Assets may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Grails Assets, which may result in the potential for permanent and total loss of value of a particular Grails Asset.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding Grails Assets, including the suitability and appropriateness of, and investment strategies for, Grails Assets. You agree and understand that you Use the Grails Assets, Art, and Perks at your own risk; however, this brief statement does not disclose all of the risks associated with Grails Assets and other digital assets. You agree and understand that PROOF will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Grails Assets, however caused.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE GRAILS ASSETS, ART AND PERKS IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY PROOF, ANY AND ALL GRAILS ASSETs AND, PERKS AND ART ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

PROOF AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, REPRESENTATIVES, DIRECTORS AND AGENTS (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE GRAILS ASSETS, ART OR PERKS WILL MEET YOUR REQUIREMENTS, (II) THE GRAILS ASSETS, ART OR PERKS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GRAILS ASSETS, ART OR PERKS WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY GRAILS ASSETS, ART OR PERKS, OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE GRAILS ASSETS OR PERKS WILL MEET YOUR EXPECTATIONS.

PROOF AND ITS AFFILIATES AND ITS AND THEIR REPRESENTATIVES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE GRAILS ASSETS, ART OR PERKS. PROOF DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

GRAILS ASSETS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT PROOF CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY GRAILS ASSET.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROOF OR ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, GRAILS ASSETS, ART, PERKS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, GRAILS ASSETS, ART, PERKS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF PROOF OR ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, GRAILS ASSETS, ART OR PERKS EXCEED $100.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE GRAILS ASSETS, ART OR PERKS OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE THEREOF.

IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” HEREIN ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless PROOF and its affiliates and its and their Representatives (collectively, the “Indemnitees”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Grails Assets, Art or Perks, (b) your violation of these Terms, or (c) your violation of the rights of a third party, including another Collector. You agree to promptly notify PROOF of any third party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.

TERMINATION RIGHTS

You agree that PROOF, in its sole discretion, may suspend or terminate your use of the Perks, including the ability remove you from any Grails Asset allow list, for any reason, including, without limitation, if PROOF believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Perks may be referred to appropriate law enforcement authorities. PROOF may also in its sole discretion and at any time discontinue providing the Perks, or any part thereof, with or without notice. You agree that any termination of your access to the Perks under any provision of these Terms may be effected without prior notice, and acknowledge and agree that PROOF may immediately bar any further access to such Perks. Further, you agree that PROOF will not be liable to you or any third party for any termination of your access to the Perks.

DISPUTES WITH ARTISTS OR OTHER COLLECTORS

You agree that you are solely responsible for your interactions with any Artists or other Collectors in connection with the Grails Assets, Art or Perks, and PROOF will have no liability or responsibility with respect thereto. PROOF reserves the right, but has no obligation, to become involved in any way with disputes between you and any Artist or other Collector.

DISPUTE RESOLUTION BY BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, you may be entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at PROOF, 5331 S Macadam Ave, #258-202, Portland, OR.

SEVERABILITY

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

ASSIGNABILITY

You may not assign the Terms without the prior written consent of PROOF, but PROOF may assign or transfer these Terms, in whole or in part, without restriction.

GOVERNING LAW

These Terms will be governed by the laws of the State of Oregon without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and PROOF submit to the personal and exclusive jurisdiction of the state and federal courts located within Portland, Oregon.

MISCELLANEOUS

These Terms constitute the entire agreement between you and PROOF and govern your use of the Grails Assets, Art and Perks, superseding any prior agreements between you and PROOF with respect thereto. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. The failure of PROOF to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of any Grails Asset, Art, any Perks or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. PROOF may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Site.