Last Updated: 3/8/2022
1. Welcome to Fringe Markets
1.1 EBROSE, Inc. ("EBROSE", "we", "our", or "us") operates Fringe Markets Service, anonline artist investment platform which enables sponsors to invest in artists, and artists toreceive funding from sponsors, which EBROSE makes available as a service through theWebsite (the "Fringe Markets Service").
1.2 These terms of service and any documents or additional terms and conditions referred towithin it (collectively, the "Terms of Service") set out the terms of your relationship with us.
1.3 Please read the Terms of Service carefully before you use the [Fringe Markets Service].These terms tell you who we are, how we will provide services to you, how you or wemay change or end our contract, what to do if there is a problem, and other important andcommercial information.
1.4 By using the Fringe Markets Service or accessing the Website, you agree to the Terms ofService (as amended from time to time). If you do not agree to the Terms of Service, youmay not browse or otherwise access or use the Fringe Markets Service. If there isanything within these Terms of Service that you do not understand, then please visit ourFAQs page or contact us at firstname.lastname@example.org to discuss what this means for you.
1.5 The Fringe Markets Service is made available only to artists in the music industry forcommercial purposes. The Fringe Markets Service is not available for use by personswho are acting for purposes that are outside their business.
1.6 If you are using the Fringe Markets Service on behalf of a company, organization or otherentity, then you agree to these Terms of Service on behalf of the company, organizationor other entity, and you represent that you have the authority to bind the company, organization or other entity
2. Key Definitions
2.1 Inn these Terms of Service, except where the context requires otherwise, the following words and expressions have the following meaning:
"Account" means the Artist's account on the Fringe Markets Service;
"Artist" or "you" means the recording artist, or the company, organization, or other entity, that represents a recording artist, who has created an Account to use the Fringe Markets Service;
"Artist Revenue Share" means the revenue received by the Artist in relation to the Project;
"Artist Content" means the content and data that you upload, submit or otherwise make available through the Fringe Markets Service, or to EBROSE in connection with your use of the Fringe Markets Service, and which is hosted by EBROSE in connection with the provision of the Fringe Markets Service;
"Exit Fee" means the amount payable by the Artist to EBROSE in accordance with Section 5.1, as agreed by the Parties in writing from time to time;
"Fringe Markets Service" has the meaning given in Section 1.1;
“Investment Agreement” means an investment agreement entered into between the Artist and an Sponsor, in relation to the Sponsor's investment in the Artist through the Fringe Markets Service;
"Investment Amount" means the amount investment by an Sponsor in the Project, as set out in the relevant Investment Agreement;
"Investment Period"means the period during which an Sponsor agrees to fund a Project and receive revenue from the Artist in respect to the Project, as set out in the applicable Investment Agreement;
“Sponsor” means a person that uses the Fringe Markets Service to invest in the Artist;
"Sponsor Returns" means the share of the Artist Revenue Share that is payable to the Sponsor;
"Project" means any project of the Artist that an Sponsor can invest in through the Fringe markets Service, as detailed on the Fringe Markets Service;
"Rules of Acceptable Use" has the meaning given in Section 9.1;
"Third Party Sites" has the meaning given in Section 8.7;
"Virus" means anything or device (including any software, code, file or program) which may prevent, impair, or otherwise adversely affect, the operation of any computer software, hardware, or network, or any telecommunications service, equipment, or network, or any other service or device; prevent, impair, or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering, or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses, and other similar things or devices; and
"Website" means the website at https://www.fringe.market and any other domains through which EBROSE makes available the Fringe Markets Service.
3. Information about us
3.1 EBROSE is incorporated and registered in Delaware, U.S. Our registered address is2261 Market Street #4499.
3.2 San Francisco, CA 94114.
4.0 Your relationship with us
4.1 You must promptly inform us in writing or through the Fringe Markets Service of anychanges to your identity, address or other contact information, to your bank accountdetails, or to any other information provided by you to EBROSE. You can update thisinformation through your Account on the Fringe Markets Service
5.1 You may cease use of the Fringe Markets Service at any time, subject to any additional terms and conditions agreed between you and EBROSE, and subject to your fullpayment of the Exit Fee to us in relation to all Investment Agreements entered into prior to the date on which you cease to use the Fringe Markets Service.
6. Access to the Fringe Market Service
6.1 We will contact you to verify your identity and request any additional information and/or documentation that we may require for that purpose, as permitted by applicable laws.
6.2 You must keep secure and treat as confidential information all information contained on parts of the Fringe Markets Service that are accessible by password only.
Approval and Disapproval of Projects
6.3 You must only submit Projects to the Fringe Markets Service as to which the representations and warranties set out in these Terms of Service are satisfied in all respects.
6.4 Once you have submitted a Project to the Fringe Markets Service for our approval, we will notify you of our acceptance or rejection of the Project for funding through the Fringe Markets Service. EBROSE is under no obligation to approve any Projects presented by the Artist, and EBROSE may approve or reject Projects in its sole discretion.
6.5 If we accept a Project, you will be asked to confirm that you would like to the Project to be funded by a Sponsor. Once your confirmation has been submitted, we will upload the Project and present it to potential sponsors, and you will not be able to withdraw the Project from the Fringe Markets Service.
6.6 You understand that any extension of time for funding of the relevant Project, or any changes to the Investment Agreement, made between the Artist the relevant Sponsor, during the applicable Investment Period, without our written consent, will be null and void.
6.7 You shall ensure that all information provided to EBROSE is up-to-date, accurate and complete in all respects.
Funding of Projects
6.8 In relation to each Project, which has received funding approval, the identified Sponsor shall pay the Investment Amount (together with any other fees payable by the Sponsor to EBROSE) as a single, upfront payment to the EBROSE bank account notified byEBROSE to the Sponsor in writing.
Payment of Revenues
6.9 In consideration for an Investment, the Sponsor shall receive the Sponsor Returns specified in the applicable Investment Agreement during the Investment Period, in accordance with Sections 6.10 and 6.11 below and the applicable Investment Agreement.
6.10 Within ten (10) Business Days of the Artist's receipt of the Artist Revenue Share, the Artist shall remit payment of the relevant Sponsor Return to EBROSE.
6.11 EBROSE shall transfer the applicable amount of Sponsor Returns to the Sponsor in accordance with the applicable Investment Agreement.
6.12 You shall provide a written report to EBROSE detailing the Artist Revenue Share received by you in the relevant calendar month (including the amount received, the date of receipt of payment, and the digital service provider(s) to which the payment relates), within ten (10) Business Days of the end of each calendar month during the applicable Investment Period.
Fees and Charges
6.13 The Fringe Markets Service is provided to you free of charge. We may charge a service fee to Sponsors for their use of the Fringe Markets Service.
Creating an Account
6.14 You will be required to create an Account in order to use the Fringe Markets Service.
6.15 You must keep secure and treat as confidential any username and password used by you to access the Fringe Markets Service or your Account, you must not disclose your username and password to any third party, and you are responsible for any activities that occur under your Account.
6.16 We encourage you to use "strong" passwords (using a combination of upper- and lower- case letters, numbers and symbols) with your Account.
6.17 If you have any concerns about the login details for your Account, or think that they may have been misused, you shall notify EBROSE at email@example.com.
6.18 If you become aware that the login details for your Account are lost stolen, or are otherwise compromised, you must immediately notify EBROSE at firstname.lastname@example.org.
6.19 You are responsible for and must prevent any unauthorized access to, or use of, the Fringe Markets Service, and must promptly notify EBROSE in the event of any such unauthorized access or use at email@example.com.
6.20 You are responsible for ensuring that any person who you permit to use the Fringe Markets Service or your Account is aware of these Terms of Service and acts in compliance with them. You are responsible for the acts and omissions of any such person.
6.21 EBROSE may disable your Account or your access to the Fringe Markets Service at any time, if in EBROSE's sole opinion you have failed to comply with any provisions of these Terms of Service.
7. Representations and Warranties
7.1 The Artist and the Sponsor(s) represents and warrants on a continuing basis during its use of the Fringe Markets Service that:
(a) the documents which contain or establish the Artist's constitution or conduct of business include provisions which give power, and all necessary corporate authority has been obtained and action taken, for it to own its assets, carry on its business and operations as they are now being conducted, and to sign and deliver and perform the transactions contemplated in these Terms of Service;
(b) its obligations under the Terms of Service constitute, or when executed by the Artist will constitute, its legal, valid and binding obligations enforceable against the Artist in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity orM at law). The Artist's obligations thereunder are and will be direct, unconditional and general obligations which rank equally with all the Artist's other unsecured obligations and liabilities, present or future, actual or contingent, save for unsecured obligations and liabilities accorded preference over the Artist's other unsecured obligations and liabilities pursuant to any mandatory provision of applicable law;
(c) the execution, signing and delivery of the Terms of Service and the performance of any of the transactions contemplated in it do not and will not contravene or breach or constitute a default under or conflict or be inconsistent with or cause to
be exceeded any limitation on the Artist or the powers of the Artist's directors imposed by or contained in:
(i) any law, statute, decree, rule, regulation or license to which the Artist or any of its assets or revenues is subject or of any order, judgment, injunction, decree, resolution, determination or award of any court or any judicial, administrative, or governmental authority or organization which applies to it or any of its assets or revenues; (ii) any agreement, indenture, mortgage, deed of trust, bond, or any other document, instrument or obligation to which the Artist is a party or by which any of the Artist's assets or revenues is bound or affected; or (iii) any document which contains or establishes the Artist's constitution;
(d) no authorization, approval, consent, license, exemption, registration, recording, filing or notarization and no payment of any duty or tax and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is required to ensure the creation, validity, legality, enforceability or priority of the Artist's liabilities and obligations or of the rights of EBROSE against the Artist under the Terms of Service; and
(e) the Artist is able to, and expects to be able to, pay its debts as they fall due.
7.2 In respect of each Project offered by the Artist for funding through the Fringe Markets Service, the Artist represents and warrants on the date [of the relevant Investment Agreement] that:
(a) the Artist owns all intellectual property rights (including, but not limited to, copyrights, as that term is used under the United States Copyright Act, 17 U.S.C. §101 et seq), and all other rights, in and to the works that are the subject of the Projects (the "Works");
(b) the Works are the original works of the Artist;
(c) the Artist has the sole right to receive funding for the Projects, and to receive and distribute revenue for the Works;
(d) the Sponsor in respect of any Project is not an affiliate or associate of the Artist, and is not entitled, and will not be entitled, to any counter-claim, set-off, defense, or other equity against the Artist in respect of such Project;
(e) the Artist has disclosed to EBROSE any fact or matter known to the Artist which might have influenced EBROSE's decision whether or not to approve any Project; and
(f) all information, reports, and other papers and data, including Artist Content, furnished to EBROSE in relation to the Artist, any Project, and any Works, are accurate, correct, and complete in all respects
8. Important note on Intellectual Property Rights
8.1 EBROSE is the owner or licensee of all materials and content comprising the Fringe Markets Service, and all intellectual property rights therein. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved. We give you permission to use these materials and content for the sole purpose of using the Fringe Markets Service in accordance with these Terms of Service. Except as expressly set out in the Terms of Service, EBROSE does not grant you any rights to or licenses in respect of the Fringe Markets Service.
8.2 Your right to use the Fringe Markets Service is personal to you and you are not allowed to assign or give this right to another person.
8.3 Unless allowed by these Terms of Service and as permitted by the functionality of the Fringe Markets Service, you agree:
(a) not to copy any portion of the Fringe Markets Service;
(b) not to give or sell or otherwise make available any portion of the Fringe Markets Service to anybody else;
(c) not to change the Fringe Markets Service in any way;
(d) not to look for or access the code of the Fringe Markets Service that we have not expressly published publicly for general use.
8.4 You grant EBROSE a license to access, download and use the Artist Content for the purpose of:
(a) providing the Fringe Markets Service, including analyzing the Artist Content in accordance with the functionalities of the Fringe Markets Service;
(b) developing, testing, improving and altering the functionality of the Fringe Markets Service; and
(c) producing anonymized and aggregated statistical reports and research.
8.5 Other than as allowed in these Terms of Service you are not given a right to use the "EBROSE" or "Fringe Markets" name, trademarks, logos, domain names and other distinctive brand features.
8.6 You agree that you have no rights in or to any portion of the Fringe Markets Service other than the right to use the Fringe Markets Service in accordance with these Terms of Service.
Third party links
8.7 The Fringe Markets Service may contain links to, or call the servers of, third party websites or services that are not under EBROSE's control, solely at the direction of and/or as a convenience to you ("Third Party Sites"). As such, EBROSE is not
responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products or services that are contained on or are accessible through, or the policies regarding use and privacy of, Third Party Sites. Access to and use of Third Party Sites, including the information, content, material, products, and services on such websites or available through such websites, is solely at your risk. If you access any Third Party Sites, you do so at your own risk.
8.8 Electronic links to the Website are prohibited without the prior written consent of EBROSE. Please send any requests you may have to firstname.lastname@example.org.
8.9 You may link to the Website upon the prior written approval of EBROSE, and provided you do so in a way that is fair and in compliance with applicable law, and which does not damage our reputation or take advantage of it in any way.
8.10 We reserve the right to withdraw any approval given to you for linking to the Website at any time and for any reason.
8.11 We respect content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
8.12 If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via Fringe Markets Service, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:
(a) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
(b) Identification of the copyrighted work that you claim has been infringed;
(c) Identification of the material that is claimed to be infringing and where it is located on the Fringe Markets Service;
(d) Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
(f) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
8.13 The above information must be submitted to our DMCA Agent using the following contact information:
Attn: Copyright Agent
2261 Market Street
San Francisco, CA 94114
8.14 UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
8.15 Please note that the preceding requirements do not constitute legal advice. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Fringe Markets Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement
9. Rules of Acceptable Use
9.1 In addition to the other requirements within these Terms of Service, this Section 9 describes specific rules that apply to your use of the Fringe Markets Service (the "Rules of Acceptable Use").
9.2 When using the Fringe Markets Service you must not:
(a) circumvent, disable or otherwise interfere with any security related features of the Fringe Markets Service or features that prevent or restrict use or copying of the content accessible via the Fringe Markets Service;
(b) give any false or misleading information or permit another person to use the [Fringe Markets Service] under your name or on your behalf;
(c) impersonate any person, or misrepresent your identity or affiliation with any person or give the impression they are linked to EBROSE, if this is not the case;
(d) use the Fringe Markets Service other than for its intended purpose as set out in these Terms of Service;
(e) use the Fringe Markets Service if we have suspended your access to it, or have otherwise banned you from using it;
(f) modify, interfere, intercept, disrupt or hack the Fringe Markets Service or collect any data from the Fringe Markets Service other than in accordance with these Terms of Service;
(g) misuse the Fringe Markets Service by knowingly introducing viruses, Trojans, worms, logic bombs or other material which would harm the Fringe Markets Service or the equipment of any user of the Fringe Markets Service; and
(h) use any automated system, including without limitation "robots", "spiders" or "offline readers" to access the Fringe Markets Service in a manner that send more request messages to the Fringe Markets Service than a human can reasonably produce in the same period of time.
9.3 Failure to comply with the Rules of Acceptable Use constitutes a serious breach of these Terms of Service, and may result in our taking all or any of the following actions (with or without notice):
(a) immediate, temporary or permanent withdrawal of your right to use the Fringe Markets Service;
(b) issuing of a warning to you;
(c) legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and
(d) disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
9.4 The responses described in Section 9.3 are not limited, and we may take any other action we reasonably deem appropriate.
10. Ending our relationship
10.1 If at any time you do not feel that you can agree to these Terms of Service or any changes made to these Terms of Service or the Fringe Markets Service, you must immediately stop using the Fringe Markets Service (subject to any additional terms and conditions agreed between you and EBROSE.
10.2 Subject to any additional terms and conditions agreed between you and EBROSE, we may, at any time, immediately end your use of the Fringe Markets Service without any obligation to you. Notwithstanding the foregoing sentence, you understand that we may terminate your relationship with us if you:
(a) are in material breach of any provision of the Terms of Service, and either that breach is incapable of remedy or, if capable of remedy, you fail to remedy the breach within thirty (30) days after receiving written notice requiring you to remedy the breach;
(b) break the Rules of Acceptable Use, or any other important rule(s) or terms and conditions of these Terms of Service; or
(c) are unable to pay your debts, (within the meaning of United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq or equivalent applicable law), or become insolvent, or are subject to an order or a resolution for your liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or have an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of your assets, or enter into or propose any composition or arrangement with your creditors generally, or are subject to any analogous event or proceeding in any applicable jurisdiction.
10.3 We may also withdraw the Fringe Markets Service as long as we give you reasonable notice that we plan to do this so that you have a reasonable period of time to withdraw your funds from the Fringe Markets Service.
10.4 If you or we end your use of the Fringe Markets Service or we withdraw the Fringe Markets Service as described in this section, we may delete or modify any information we hold about you. You will also lose any rights you have to use the Fringe Markets Service or access our content. We will not offer you compensation for any losses.
10.5 The termination of your use of the Fringe Markets Service shall not affect any of your obligations to pay any sums due to us under any additional terms and conditions agreed between you and EBROSE in writing.
10.6 Any provision of these Terms of Service that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of the Terms of Service shall survive and continue in full force and effect.
11.1 We do not assume any liability for any loss or damage suffered by you which is caused by any Sponsor's acts or omissions.
11.2 You acknowledge and agree that you shall bear the sole risk of non-payment of any revenue owed to the Sponsors, and that, except to the extent provided herein, Projects are funded without recourse to, and EBROSE shall have no obligation or liability in connection to the Investment Agreement.
11.3 Your use of the Fringe Markets Service (including any information or content on the Fringe Markets Service) is at your sole risk. Without limiting the foregoing, EBROSE does not warrant, and EBROSE shall have no liability in respect of, the following:
(a) access to any information and/or content on the Fringe Markets Service will be error-free or free from interruption;
(b) the information and/or content on the Fringe Markets Service is accurate, complete, reliable, secure, useful, fit for purpose, or timely;
(c) the information and/or content on the Fringe Markets Service has been tested for use, or will be suitable for use, for any purpose.
11.4 You acknowledge and agree that you are solely responsible for the accuracy of the Artist Content.
11.5 You acknowledge and agree that the use and interpretation of the information made available on the Fringe Markets Service requires you to have specific and detailed knowledge of investment and involves specific risks. You acknowledge that you should not use the Fringe Markets Service if you do not understand the nature of the Fringe Markets Service or the extent of your exposure to risk.
11.6 The information on the Fringe Markets Service is not intended to constitute investment research or any investment recommendation or other financial, investment, legal, tax or accounting advice or any other advice. You are strongly advised to seek independent legal or financial advice before making any investment decisions and in particular to verify whether such investment decisions meet your particular investment objectives and financial capacities. You should not make any investment decisions solely on the basis of the information made available on the Fringe Markets Service.
11.7 Nothing on the Fringe Markets Service should be construed as a recommendation byEBROSE to purchase, sell or subscribe for financial services or products, nor does it provide any investment advice in any jurisdiction.
11.8 You acknowledge that any suggested investment returns are estimates only, and no suggested rates of return are guaranteed by EBROSE.
11.9 You agree to accept liability for, and to indemnify, defend, and hold harmless, EBROSE, Sponsor and their agents and contractors, from and against any and all loss, damage, liability, claims, liabilities, or expense that we may suffer as a result of any claim or action brought against us arising out of or in connection with your use of the Fringe Markets Service, including in relation to any Artist Content, Projects, and Works, and including any claims brought against us by Sponsors, whether in contract (including for any breach of these Terms of Service, or any Investment Agreement), tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise.
11.10 IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR
ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE FRINGE MARKET SERVICES OR ANY LINK PROVIDED ON THE FRINGE MARKET SERVICES, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON
WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED $100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.
12. Changes to the Fringe Markets Service Service
12.1 We are constantly updating and improving the Fringe Markets Service to try and findways to provide you with new and innovative features and services. Improvements andupdates are also made to reflect changing technologies, tastes, behaviors and the waypeople use the Internet and the Fringe Markets Service.
12.2 In order to do this, we may need to update, reset, stop offering and/or supporting aparticular part of the Fringe Markets Service, or feature relating to the Fringe MarketsService ("changes to the Fringe Markets Service"). These changes to the FringeMarkets Service may affect your past activities on the Fringe Markets Service andfeatures that you use ("service elements"). Any changes to the Fringe Markets Servicecould involve your service elements being deleted or reset.
12.3 You agree that a key characteristic of the Fringe Markets Service is that changes to theFringe Markets Service will take place over time and this is an important basis on whichwe grant you access to the Fringe Markets Service. Once we have made changes to theFringe Markets Service, your continued use of the Fringe Markets Service will show thatyou have accepted any changes to the Fringe Markets Service. You are always free tostop using the Fringe Markets Service (subject to any additional terms and conditionsagreed to between you and EBROSE).12.4 We will try, where possible and reasonable, to contact you to let you know about anysignificant changes to the Fringe Markets Service.
13. Changes to the documents
13.1 We may revise these Terms of Service from time to time, but the most current version will
always be available on the Website.
13.2 Changes will usually occur because of new features being added to the Fringe Markets
Service, changes in the law or where we need to clarify our position on something.
13.3 We will try, where possible and reasonable, to contact you to let you know about any
significant changes to any of the documents referred to in these Terms of Service. We
may contact you through the Fringe Markets Service (for example by asking you to
accept the changes before you continue to use the Fringe Markets Service) or via a
13.4 Normally, we will try to give you some warning before the new terms become effective.
However, sometimes changes will need to be made immediately and if this happens we
will not give you any notice
14. Documents that apply to our relationship with you
14.1 The current version of these Terms of Service and any documents and terms andconditions referred to herein contain the only terms and conditions that apply to ourrelationship with you with respect to your access to and use of the Fringe MarketsService platform. Older versions of these Terms of Service, as applicable, will no longerapply to our relationship and will be completely replaced by the current version.
14.2 If any part of these Terms of Service cannot be enforced, then the remainder of theseTerms of Service will still apply to our relationship.
14.3 If you do not comply with these Terms of Service and we do not take action immediately,this does not mean we have given up any rights we have and we may still take action inthe future.
15. Apportionment of Payments
If a person owing a payment obligation of revenues in respect of any Works makes ageneral payment to the Artist on account both of Works and of any other monies due for any reason whatsoever to the Artist and makes no apportionment between them then such payment shall be treated as though the person had appropriated it first to theapplicable Works and the Artist shall immediately and without deduction transfer that amount in accordance with the Terms of Service and shall in the meantime hold such monies as fiduciary agent for EBROSE.
If any provision of these Terms of Service is judged to be illegal or unenforceable, thiswill not affect the continuation in full force and effect of the remainder of the provisions.
17. Third Party Rights
A person who is not a party to these Terms of Service may not enforce any of its terms.
19. All notices given by the Artist to EBROSE must be given to email@example.com. EBROSE may give notice to the Artist at either the e-mail or postal address the Artist provides to EBROSE, or any other way that EBROSE deems appropriate. Notice will be deemed received and properly served immediately twenty-four (24) hours after an e-mail is sent or three (3) days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
20. Transfer of any Righs and Obligations
20.1 You may not transfer, assign, charge or otherwise deal in the Terms of Service, or any ofyour rights or obligations arising under the Terms of Service, without EBROSE's prior written consent.
20.2 EBROSE may transfer, assign, charge or otherwise deal in the Terms of Service, or anyof its rights or obligations arising under the Terms of Service, without your prior written consent
21. Force Majeure
EBROSE shall have no liability to you under these Terms of Service if EBROSE is prevented from or delayed in performing its obligations under these Terms of Service, or from carrying on its business, by acts, events, omissions, or accidents, beyond its reasonable control, including, without limitation, strikes, lockouts, or other industrial disputes (whether involving the workforce of EBROSE or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or sub-contractors. We will use reasonable endeavors to notify youof such an event and its expected duration
22. Resolving disputes
If you have a dispute with us relating to the Fringe Markets Service, in the first instance please contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that we are not able to resolve a dispute informally, wewill discuss and agree with you the most effective way of resolving the dispute.
23. Governing Law, Abritration, and Class Action/Jury Trial Waiver
23.1 You agree that: (i) we will be deemed solely based in the State of Delaware; and (ii) use of Fringe Markets Service, will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms of Service will be governed by the internal substantive laws of the state of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms of Service evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 23.2 and pre-empts all state laws to the fullest extent permitted by law. If the FAA is determined to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent
irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
23.2 READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Section 23.2 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms of Service, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the [Fringe Markets Service],, including receipt of any advertising, marketing, or other communications from us; (c) any transactions through, by, or using the [Fringe Markets Service]; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms of Service.
23.3 If you are a new user of the [Fringe Markets Service], you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms or Service by emailing us at [insert email] with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms of Service, including the provisions regarding controlling law or in which courts any disputes must be brought.
23.4 For any Claim, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall control. The arbitration will be conducted in the U.S. county where you live or San Francisco, California, unless you and we agree otherwise. If you are using the Fringe Markets Service]for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Fringe
Markets Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the
arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this
Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms or Service, or any provision of these Terms of Service, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
23.5 NOTHING IN THIS SECTION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON- REPRESENTATIVE) BASIS.
23.6 If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
Class Action/Jury Trial Waiver
23.7 WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE [FRINGE MARKETS SERVICE] FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE
BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE
THAN ONE PERSON’S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
24. Contact and feedback
24.1 If you need to contact us in relation to these Terms of Service or any other documentmentioned in them, please email us at firstname.lastname@example.org.
24.2 We value hearing from our users, and are always interested in learning about ways wecan improve the Fringe Markets Service. By providing your feedback you agree that youare giving up any rights you have in your feedback so that we may use and allow others to use it without any restriction and without any payment to you.
25. This Agreement has been executed and delivered on the date stated at the beginning ofit.