As at 7 July 2023

1. Introduction

1.1. The Platform is owned and operated by Serenade Sound Pty Ltd and the right to operate the Platform is licenced on a revokable basis to Serenade Sound UK Limited, a company registered in England and Wales, Number 14048502 with a registered office at 55 Station Road, Beaconsfield, HP9 1QL, England, United Kingdom.

1.2. Serenade Sound Pty Ltd. (“Serenade,” “we,” “us,” “our”) provides its marketplace and services (described below) to you (“you”, “Fan” or “Artist") through its website, platform, and marketplace located at https://serenade.co/ (collectively, the “Platform”), subject to the following Terms of Service, as amended from time to time (“Terms”). By signing up for an account on the Platform or otherwise using or accessing the Platform, you acknowledge that you have read and agree to these Terms. The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Platform are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the Rightsholder or Fan.

1.3. These Terms consist of:

(a) general terms, which apply to all Fans and Artists, Rightsholders and any other user of the Platform; and

(b) country specific clauses, which apply to Fans and Rightsholders located in, or contracting with us in, those countries in addition to the general terms.

1.4. To the extent there are any inconsistencies between the general terms and an applicable country specific schedule, the country-specific schedule prevails.⁠

1.5. 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 Platform’s Artist interface for Artists or via email notification or through other reasonable means for Artists or Fans. We are not responsible if you do not receive the notification if such notification is sent to the email address that you have provided us nor are we responsible if you do not check your email address of record or, as applicable, the Platform’s Artist interface. Any such changes will become effective no earlier than fourteen (14) calendar days after they are posted, except that changes addressing new functions of the Platform will be effective immediately. Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms.

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2. Definitions

Affiliate: means, in relation to either party, any subsidiary undertaking, parent undertaking or any subsidiary undertaking of any parent undertaking of that party.

Fan or Customer: means a person who acquires a Digital Token by way of Primary Sale or Secondary Sale on the Serenade Marketplace;

Platform or Serenade Marketplace: means Serenade’s digital platform and marketplace at https://serenade.co/;

Serenade Group: means Serenade, Serenade Sound Pty Ltd and Serenade Sound, Inc.

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3. What is Serenade and What are Digital Pressings and Digital Collectibles?

3.1. Serenade is non-custodial technology provider of a platform for Rightsholders and Fans to sell, purchase and resell (each a “Transaction”) Digital Pressings. “Digital Pressings" are non-fungible tokens that are linked to and represent a full length single, EP, or album audio, with the option to include 'Reward' bonus materials. Digital Pressing’s are comprised of audio, visual, audio-visual, animated or static components, experiences, tickets, rewards or other benefits as creatively directed by the Artists (“Assets”)Digital Pressings. The Platform is directly accessible by Artists and Fans without any involvement or actions taken by Serenade or any third-party.

3.2. Serenade historically facilitated Transactions relating to Digital Collectibles. Digital Collectibles are Digital Tokens that are linked to and represent any artwork, merchandise or other creative asset. Digital Collectibles are no longer available for Rightsholders to manufacture and/or sell on the Serenade Platform.

3.3. In this Agreement, Digital Pressings and Digital Collectibles are known as Digital Tokens.

3.4. Digital Tokens are produced and sold by Rightsholders to Fans that are represented on smart contracts (“Smart Contracts”) on the Polygon blockchain (“Polygon”), which provides an immutable ledger of all transactions that occur on the Platform. However, where an Artist represents that a physical product or real-life experience will be delivered in conjunction with the Digital Token, this transaction will occur off-platform and outside of Serenade’s purview, and Serenade will have no liability or responsibility with respect thereto. Serenade reserves the right, but has no obligation, to become involved in any way with disputes between Fans and any Artists on the Platform. At all times, Serenade does not sell any product or service to fans.

Notwithstanding this clause 3.4 of these Terms of Service, in some instances, the seller of an applicable Digital Pressing will be Serenade and not the Rightsholder. For such applicable Digital Pressings, the product page for that Digital Pressing will identify Serenade as the seller of record for that Digital Pressing.

3.5. Via the Platform, Serenade will also provide access to a digital wallet through which Fans may access any Digital Token they purchase. Users will not have access to private keys to move Digital Tokens to any third party digital wallet.

3.6. Digital Tokens are not investments of any kind. They do not confer any rights or interests in profits, revenues, or ownership interests in Serenade, the Platform, or any other commercial association. Serenade does not make any efforts to increase the value of any Digital Token in order to generate profit for Rightsholders or Fans. Serenade does not have a common enterprise with any Rightsholder, Artist or Fan. You expressly acknowledge the aforementioned.

3.7. Serenade does not buy, sell, or ever take custody or possession of any Digital Tokens. Accordingly, Serenade does not act as a custodian of any Digital Tokens. This means that all Digital Tokens are outside of the control of any one party, including Serenade, and are subject to many risks and uncertainties. We neither own nor control Polygon, Stripe, Coinbase, OpenSea, your browser, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use or access the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.

3.8. Serenade’s making available of the Digital Tokens on the Serenade Marketplace shall be as a marketplace intermediary or facilitator only and Serenade shall not be a party to the sale and have no liability to any Fans purchasing Digital Tokens or in relation to the Assets, including as a result of any failure by an Artist to secure the full rights necessary for the Fans use of such Assets.

Notwithstanding this clause 3.8 of these Terms of Service, in some instances, the seller of an applicable Digital Pressing will be Serenade and not the Rightsholder. For such applicable Digital Pressings, the product page for that Digital Pressing will identify Serenade as the seller of record for that Digital Pressing.

3.9. You affirm that you are aware and acknowledge that Serenade is a non-custodial service provider and has designed this Platform to be directly accessible by the Rightsholders, Artists and Fans without any involvement or actions taken by Serenade or any third-party. Further, you acknowledge that the Smart Contracts do not give Serenade custody, possession, or control of any Digital Tokens or cryptocurrency at any time for the purpose of facilitating transactions on the Platform, and acknowledge that Serenade does not have the capability of unilaterally transferring control of the Digital Tokens.

Notwithstanding this clause 3.9 of these Terms of Service, in some instances, the seller of an applicable Digital Pressing will be Serenade and not the Rightsholder. For such applicable Digital Pressings, the product page for that Digital Pressing will identify Serenade as the seller of record for that Digital Pressing

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4. How do I use Serenade

4.1. Registration obligations

4.1.1. Anyone can browse Serenade without registering for an account. You may be required to register with Serenade in order to access and use certain features on the Platform, such as participating as a Rightsholder, Artist or Fan or placing a bid in an Auction. If you choose to register for the Platform, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by our registration form. Registration data and certain other information about you are governed by our Privacy Policy. You must be at least 18 years old to register for an account as an Rightsholder and/or Artist, and at least 18 years old to make a purchase on the Platform. If you are between 13 and 18 years old, you must have the expressed permission of a parent or legal guardian who can accept these Terms on your behalf.

4.2. Member Account, Password, and Security

4.2.1. You are responsible for maintaining the confidentiality and security of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Serenade of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing Serenade. Serenade will not be liable for any loss or damage arising from your failure to comply with this Section.

4.2.2. You can contact Serenade at support@serenade.co

4.3. Transaction Rules

4.3.1. The Transactions can occur either by way of initial sales from Rightsholders to Fans (“Primary Sale”) or by way of subsequent sales from Fans to other Fans ("Secondary Sale"). As a marketplace, Serenade cannot make any representation or guarantee that Rightsholders will achieve any particular outcome as the result of listing their Digital Tokens on Serenade.

4.3.2. Transactions may only be paid with fiat currency through traditional cards and into depository accounts or with cryptocurrency in USD Coin (“USDC”), Matic (“MATIC”) or Wrapped Eth (“wETH”). In order to participate as a Rightsholder or Fan in the marketplace, you must add your purchase and deposit details to your private Dashboard. Additionally, any seller of a Digital Token (whether a Rightsholder, Artist or a Fan) must be approved by Stripe pursuant to its Connect Onboarding terms. You agree to comply with Stripe’s terms for the use of its services, including its privacy policy. See here for details.

4.3.3. Serenade or Serenade’s payment providers may prevent a Fan from purchasing Digital Tokens on the Platform if the Customer does not satisfy Serenade’s or the payment provider’s “know your customer” requirements.

4.3.4. Rightsholders must provide to Serenade all documentation and information so requested by Serenade about the Rightsholder and its affiliates in connection with applicable “know your customer” and anti-money-laundering rules and regulations. Rightsholders will not be entitled to receive any royalties from the sale of Digital Tokens until they have satisfied this clause. Serenade may also reach out to the Rightsholder periodically to confirm that information on their account is still accurate.

4.3.5. Serenade or Serenade’s payment providers may prevent a Fan from purchasing Digital Tokens on the Platform if the Customer contravenes the Serenade Terms of Service available at https://serenade.co/terms.

4.3.6. It is acknowledged that Serenade is merely enabling the payment by Fans for, and payment processing in relation to the sale and purchase of, the Digital Tokens on the Platform. At all times Serenade is merely arranging for payment between Fans and Rightsholders and Fans and Fans and collecting receipts on behalf of the Rightsholder or Fan (as the case may be).

4.3.7. Each Fan warrants and represents that they shall not transfer or assign, and not try to transfer or assign, a Digital Collectible in a way that avoids the operation and/or conditions of the smart contract pertaining to the Digital Collectible. Each Fan acknowledges that access to the content pertaining to a Digital Collectible may be revoked if the Fan engages in activity that is contrary to this clause.

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5. For Primary Sales

5.1. When purchasing a Digital Token using a payment card in FIAT currency, a Fan will use the Stripe payment gateway on the Platform to effect payment for the Product and the required fees. By selecting to pay by payment card in FIAT currency, the Fan authorizes Stripe to transfer and process from the Fan’s designated payment card the Purchase Price and fees. After all funds clear, the Digital Token will be transferred to the Fan. While you are paying for Digital Tokens in fiat currency, you are receiving an ETH- compatible NFT in return, which is visible via your private Dashboard or public Gallery page.

5.2. When purchasing a Digital Token using cryptocurrency, a Fan will use the Coinbase Commerce payment gateway on the Platform to effect payment for the Digital Token and the required fees. By selecting to pay by cryptocurrency, the Fan authorizes Coinbase Commerce to transfer and process from the Fan’s designated Wallet the Purchase Price and fees. After all funds clear, the Digital Token will be transferred to the Fan.

5.3. Modifications to the Platform

5.3.1 Serenade reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that Serenade will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.

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6. What are the rules for using Serenade?

6.1. When using Serenade, no Rightsholder is allowed to:

(a) manipulate the price of a Digital Collectible in any way, including bidding on their own items, preventing bidding, or using Serenade to conceal illicit economic activity.

(b) knowingly use the Platform or Digital Collectibles for any purpose that is improper or illegal or that they should have known is improper or illegal.

(c) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) they do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libellous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Serenade, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Serenade or its Rightsholders to any harm or liability of any type;

(d) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform; or

(e) violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;

(f) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(g) solicit personal information from anyone under the age of 18;

(h) harvest or collect email addresses or other contact information of other Rightsholders from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

(i) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

(j) further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;

(k) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform;

(l) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its Rightsholders for any unauthorized purpose;

(m) create Rightsholder accounts by automated means or under false or fraudulent pretenses;

(n) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services;

(o) offer securities or advertise, market or otherwise suggest that Digital Collectibles are investments.

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7. How do I become an Rightsholder?

7.1. Rightsholders first register via Serenade’s Rightsholder registration portal on the Platform. Serenade will review the Rightsholder to determine if they are a good fit for the Platform. If they are, the Artist will become a registered Serenade Rightsholder and their Rightsholder account will be recast as an Rightsholder account. Serenade maintains complete discretion in selecting the Rightsholders for the Platform

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8. What are the intellectual property rights on the Platform?

8.1. Rightsholder Rights

8.1.1. TThe Rightsholder warrants that it owns and/or has full authority to all legal right, title, and interest in all intellectual property rights underlying the Digital Collectibles minted by the Rightsholder on the Platform, including but not limited to copyrights and trademarks. As the copyright owner, the Rightsholder confirms that it has the right to reproduce, prepare derivative Digital Collectibles, distribute, and display or perform the Digital Collectibles.

8.1.2. Rightsholder acknowledges that it shall be Rightsholder’s sole responsibility to obtain clearance of all rights, including the rights of any third-party contributors or owners or holders of any copyrights contained in the Assets (the “Other Rightsholders”) for the creation, delivery, availability and provision of Assets to Serenade and for use on the Platform and the making available on the Serenade Marketplace including via the Digital Tokens.

8.1.3. Rightsholder will also be solely responsible for paying all required clearance payments, revenue shares, royalties or other payments to any Other Rightsholder(s) in relation to the use and exploitation of the Assets and Digital Tokens.

8.1.4. For the avoidance of doubt, in the event the Assets include any third-party rights, including but not limited to master recording or video rights (“Masters”), the Rightsholder shall be solely liable for clearance of such rights for use within the Assets and be solely liable for payment of any fees or other amounts to the owners of such rights, and the Rightsholder will indemnify and hold Serenade and its Affiliates harmless against any claims by the owners of the rights.

8.1.5. The parties acknowledge and agree that the performance, making available or broadcast of any Assets to Fans will be subject to public performance licenses with respect to the performance or broadcast of works or other rights within such Assets (“Public Performance Licenses”). The parties acknowledge that in relation to such Public Performance Licenses that are required for the performance, making available or broadcast of any Assets in any part of the world, the Rightsholder shall be solely liable for obtaining such Public Performance Licenses and for making payment of all fees required pursuant to such Public Performance Licenses (the “PRO Fees”), and the Rightsholder undertakes to indemnify and hold Serenade harmless against any claims by any collection societies or any other third party relating to the performance, making available or broadcast of works or other rights within the Assets, including for such PRO Fees.

8.1.6. Rightsholders hereby acknowledge, understand, and agree that selling a Digital Collectible on Serenade constitutes an express representation, warranty, and covenant that the Rightsholder has not, will not, and will not cause another to sell, tokenize, or create another cryptographic token representing a digital collectible for the same Digital Collectible, excepting, without limitation, the Rightsholder’s ability to sell, tokenize, or create a cryptographic token or other digital asset representing a legal, economic, or other interest relating to any of the exclusive rights belonging to the Rightsholder under copyright law.

8.1.7. Rightsholders hereby acknowledge, understand, and agree that launching a Digital Collectible on Serenade constitutes an express and affirmative grant to Serenade, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Digital Collectibles on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, or any other purpose related to Serenade, including without limitation, the express right to: (i) display or perform the Digital Collectibles on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative Digital Collectibles based on the Digital Collectibles; (iii) indexing the Digital Collectibles in electronic databases, indexes, catalogues; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Digital Collectibles within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.

8.1.8. Rightsholders expressly represent and warrant that their Digital Collectibles listed on Serenade contains only original content otherwise authorized for use by the Rightsholder, and does not contain unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Artist, not authorized for use by the Artist, not in the public domain, or otherwise without a valid claim of fair use, the Artist further represents and warrants that it has permission to incorporate the unoriginal content.

8.1.9. Serenade will take certain steps in verifying the identity of Rightsholders and ensuring that their Digital Collectibles listed on Serenade contain only original content authorized for use by the Rightsholder.

8.2. Fan Rights

8.2.1. Fans receive a cryptographic token representing the Rightsholder’s Digital Collectibles as a piece of property, but do not own the creative work itself or intellectual property contained therein. Fans may display and share the Digital Collectibles, but Fans do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Digital Collectibles, excepting the limited license to the Digital Collectibles granted by these Terms and the terms applicable to a specific Digital Pressing as determined by the Rightsholder. Upon collecting a Serenade Product, Fans receive a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Digital Collectibles legally owned and properly obtained by the Fan.

8.2.2. The Fan’s limited license to display the Digital Collectibles, includes, but is not limited to, the right to display the Digital Collectibles privately or publicly: (i) for the purpose of promoting or sharing the Fan’s purchase, ownership, or interest, (ii) for the purpose of sharing, promoting, discussing, or commenting on the Digital Collectibles; and (iii) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments.

8.2.3. Fans have the right to sell, trade, transfer, or use their Digital Collectibles on the Platform, but Fans may not make “commercial use” of the Digital Collectibles.

8.2.4. Some Rightsholders may sell physical goods or real-life experiences that correspond to a Digital Collectible. Although Serenade takes steps to verify the accuracy and authenticity of Artists’ Digital Collectibles, Serenade disclaims any and all legal obligation or liability relating to any physical good or experience the Artist represents corresponds with the Digital Collectible. In the event of any dispute regarding such feature, the Fans sole recourse is with the Rightsholder.

8.2.5. The Fan agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Rightsholder’s express prior written consent in each case:

(a) modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the Rightsholder’s honor or reputation;

(b) use the Digital Collectibles to advertise, market, or sell any third party product or service;

(c) use the Digital Collectibles 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;

(d) incorporate the Digital Collectibles 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 or solely for the Fan’s personal, non-commercial use;(e) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Collectibles;

(e) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Collectibles;

(f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Collectibles;

(g) attempt to mint, tokenize, or create an additional cryptographic token representing the same Digital Collectibles, whether on or off of the Serenade Platform;

(h) falsify, misrepresent, or conceal the authorship of the Digital Collectibles; or

(i) otherwise utilize the Digital Collectibles for the Fan’s or any third party’s commercial benefit.

8.2.6. Both Fans and Artists (as the case may be) irrevocably release, acquit, and forever discharge Serenade and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Serenade use of a Digital Collectibles in accordance with these Terms.

8.2.7. Each Rightsholder indemnifies us against any and all claims by a third party to the extent arising from a claim by a third party that a Digital Collectible of the Artist, or our use of that Digital Collectible through the Serenade Platform in accordance with these Terms, infringes the intellectual property rights of that third party.

8.3. Platform Content, Software and Trademarks

8.3.1. You acknowledge and agree that the Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Serenade, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Platform Content, in whole or in part. In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Serenade from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform or distributed in connection therewith are the property of Serenade, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Serenade.

8.3.2. The Serenade name and logos are trademarks and service marks of Serenade (collectively the “Serenade Trademarks”). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Serenade. Nothing in this Terms of Service or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Serenade Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of Serenade Trademarks will insure to our exclusive benefit.

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9. Third Party Material

9.1. While Serenade does conduct initial verification of Artists as set out above, under no circumstances will Serenade be liable in any way for any content or materials of any third parties (including Artists), including, but not limited to, for any errors or omissions in any content, for any purported rights or for any loss or damage of any kind incurred as a result of the use of any such content. Aside from as explained above, you acknowledge that Serenade does not pre-screen content, but that Serenade and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, Serenade and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Platform, in its sole discretion, to violate the rights of any third party (including, without limitation abusing, stalking, threatening or otherwise, infringement of copyright, trademark, or other intellectual property right, misappropriation of trade secrets, confidential information, electronic fraud, invasion of privacy, pornography, obscenity or libel) or be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content and the purchase of any Digital Collectibles, including any reliance on the accuracy, completeness, or usefulness of such content.

9.2. Fans acknowledge and consent to the risk that the price of Digital Collectibles may have been influenced by activity outside of the control of Serenade. Serenade does not represent, guarantee, or warrant the accuracy or fairness of the price of any Digital Collectible sold or offered for sale on or off of the Platform. Fan agrees and acknowledges that Serenade is not a fiduciary nor owes any duties to any Fan on the Platform, including the duty to ensure fair pricing of Digital Collectibles or to police Fan behavior on the Platform.

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10. Artist Content Transmitted Through the Platform

10.1. With respect to the content, Digital Collectibles, or other materials you upload through the Platform or share with other Artists or recipients (collectively, “Artist Content”), you represent and warrant that you own all right, title and interest in and to such Artist Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any Artist Content, you hereby grant and will grant Serenade and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your Artist Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.

10.2. Any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to Serenade are non-confidential and Serenade will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

10.3. Serenade may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Serenade, its Artists and the public. You understand that the technical processing and transmission of the Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

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11. Sales Tax

11.1. In any jurisdiction where Serenade has an obligation to collect Goods and Services Tax (GST), sales tax or Value Added Tax (VAT) (collectively or individually “Sales Tax”) on consumer purchases made using our Platform:

(a) Serenade will calculate applicable Sales Tax to a Customer transaction on the platform; and

(b) Serenade will collect the tax amount via any means available to us, including collection through the applicable Serenade Payment Gateways, and remit the tax to the relevant authority.

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12. Other Taxes

12.1. Rightsholder’s are responsible to pay any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with their use of Serenade (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).

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13. Copyright Complaints

13.1. Serenade respects the intellectual property of others, and we ask our Artists to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Serenade of your infringement claim in accordance with the procedure set forth below.

13.2. Serenade will process and investigate notices of alleged infringement and may take action under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Serenade’s Copyright Agent at support@serenade.co (Subject line: “DMCA Takedown Request”).

13.3. To be effective, the notification must be in writing and contain the following information:

(a) an electronic or physin electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

(f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

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14. Counter-Notice

14.1. If you believe your Artist Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your Artist Content, you may send a written counter-notice containing the following information to the Copyright Agent:

(a) your physical or electronic signature;

(b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

(c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

(d) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

14.2. If a counter-notice is received by the Copyright Agent, Serenade will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or Artist, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

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15. Repeat Infringer Policy

15.1. In accordance with the DMCA and other applicable law, Serenade has adopted a policy of terminating, in appropriate circumstances and at Serenade's sole discretion, Artists who are deemed to be repeat infringers. Serenade may also at its sole discretion limit access to the Platform and/or terminate the memberships of any Artists who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

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16. Artist Agrees to Cooperate with Serenade

16.1. Artists expressly agree to refund to the Fan and/or Serenade the entire portion of fees received from the sale of a Digital Collectible that was subsequently removed from the Site pursuant to an effective DMCA request to which the Artist failed to timely submit an effective DMCA Counter notification. Serenade will not be held liable to any Artist for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.

16.2. Artists and Fans all expressly agree to cooperate and timely respond to Serenade’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement. Artists agree to initiate a “burn” transaction upon Serenade’s request for Digital Collectibles that have been permanently removed from the Serenade marketplace pursuant to a valid DMCA Take-Down Notice, or that are otherwise alleged to be infringing.

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17. What fees does Serenade charge?

17.1. Fees charged on Initial/ Primary Sales

17.1.1. The sales price achieved for the Digital Token in a Primary Sale on the Serenade Marketplace (“Gross Primary Sale Price”), net of any applicable sales tax and payment processing fee/s, will be known as the “Net Primary Sale Price”.

17.1.2. For a Primary Sale on the Serenade Marketplace, Serenade shall be entitled to deduct the Serenade Commission from the Net Primary Sale Price, and thereafter the balance of such Net Primary Sale Price will be known as the “Primary Rightsholder Royalty”, all as set out below:

Primary Sale of Digital Collectibles (on Serenade marketplace)

Rightsholder Royalty: 70% of Net Primary Sale Price
Serenade Commission: 30% of Net Primary Sale Price

17.2. Fees charged on Fan-to-Fan Resales / Secondary Sales

17.2.1. The sales price achieved for the Digital Token in a Secondary Sale on the Serenade Marketplace or any Third Party Marketplace (“Gross Secondary Sale Price”), net of any applicable sales tax and payment processing fee/s, will be known as the “Net Secondary Sale Price”.

17.2.2. For Secondary Sales of any Digital Token, the Digital Token will specify that 20% of the Net Secondary Sales Price is retained from the secondary market seller in the form of a “Creator Royalty”.

17.2.3. Serenade will remit 75% of the Creator Royalty to the Rightsholder, all as set out below:

Secondary Sale of Digital Collectibles (on any marketplace)

Rightsholder Royalty: 75% of Creator Royalty
Serenade Platform Service Fee: 25% of Creator Royalty

17.2.4. Serenade will incorporate the royalty provisions in the Digital Token, but cannot guarantee the fulfilment of such provisions or payment from Secondary Sales via a Third Party Marketplace.

17.2.5. Rightsholder agrees and understand that all fees, commissions, and royalties are authenticated or initiated through one or more of the smart contracts on Polygon, and delivered as fiat currency into a Fan or Rightsholder’s’ provided bank deposit account via Stripe.

17.2.6. All transactions on Serenade, including without limitation minting, tokenizing, or confirming, are facilitated by smart contracts existing on Polygon. While NFTs generally incur a gas cost, because Serenade uses Polygon there is a reduction in gas costs to a margin amount above $0, and as a result of this, Serenade bears the remaining cost.

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18. Refunds

18.1. In the event that a Fan is refunded, Serenade will be entitled to net-off the refunded amount(s) from any royalty payments made to the Rightsholder.

18.2. In the event that Serenade determines that a Fan should be refunded as a result of misleading or deceptive conduct by, or a false or misleading representation made by the Rightsholder, Serenade will be entitled to net-off the refunded amount(s) from any payments made to the Rightsholder. For the avoidance of doubt, if Serenade receives a chargeback from its payment processors, Serenade will net off any amount of that chargeback attributable to the Rightsholder from any payments made to the Rightsholder.

18.3. Fans and customers are encouraged to choose carefully as all sales on the Serenade platform and/ or marketplace are final and no fan or customer is entitled to a refund for change of mind or because they have accidentally made multiple purchases of the same product or because they thought they were purchasing a physical product.

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19. Serenade is a marketplace

19.1. Serenade’s only role in respect of Initial Sales and Fan-to-Fan Resales is to provide the Platform through which Serenade’s payment gateways (Stripe and/ or Coinbase Commerce) processes amounts payable by Fans. If the Fan purchasing the Product fails to make payment for the full amount of the transaction in cleared funds by the required time, Serenade shall not be required to pass on any amounts which the Fan has failed to pay.

19.2. It is acknowledged that Serenade is merely enabling the payment by the Customers for, and payment processing in relation to the sale and purchase of, the Digital Tokens on the Platform. At all times Serenade is merely arranging for payment between Customer and Rightsholder and collecting receipts on behalf of the Rightsholder.

19.3. Notwithstanding this clause 19 or any other clause of these Terms of Service, in some instances, the seller of an applicable Digital Pressing will be Serenade and not the Rightsholder. For such applicable Digital Pressings, the product page for that Digital Pressing will identify Serenade as the seller of record for that Digital Pressing.

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20. Indemnity and Release

20.1. You agree to release, indemnify and hold Serenade and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, any Artist Content, your connection to the Platform, your violation of these Terms or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee.

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21. Disclaimer of Warranties

21.1. Platform transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations utilize experimental smart contract and blockchain technology, including non-fungible tokens, digital assets, consensus algorithms, and decentralized or peer-to-peer networks and systems. Artists acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Polygon blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital assets or Digital Collectibles, or lost opportunities to buy or sell Digital Collectibles.

21.2. Your use of the platform is at your sole risk. The platform is provided on an “as is” and “as available” basis. serenade expressly disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

21.3. Serenade makes no warranty that (i) the platform will meet your requirements, (ii) the platform will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the platform will be accurate or reliable, or (iv) the quality of any products, platforms, information, or other material purchased or obtained by you through the platform will meet your expectations.

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22. Limitation of Liability

22.1. You expressly understand and agree that Serenade will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including but not limited to, loss in value of any digital collectibles, damages for loss of goodwill, use, data or other intangible losses (even if Serenade has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise, resulting from: (i) the use or the inability to use the platform; (ii) the cost of procurement of substitute goods and platforms resulting from any digital collectibles, goods, data, information or platforms purchased or obtained or messages received or transactions entered into through or from the platform; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the platform; or (v) any other matter relating to the platform. In no event will Serenade’s total liability to you for all damages, losses or causes of action exceed the amount you have paid Serenade in the last six (6) months, or, if greater, one hundred dollars (us$100)

22.2. 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 platform or with these terms of platform, your sole and exclusive remedy is to discontinue use of the platform.

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23. Termination Rights

23.1. You agree that Serenade, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including, without limitation, for lack of use or if Serenade believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Platform, may be referred to appropriate law enforcement authorities. Serenade may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of this Terms of Service may be effected without prior notice and acknowledge and agree that Serenade may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that Serenade will not be liable to you or any third party for any termination of your access to the Platform.

23.2. If terminated from the platform, you will still retain ownership of your Digital Collectibles and if relevant your share of the Seller’s Premium will remain.

23.3. We do not get involved with disputes between multiple Artists in respect of a Digital Collectible. You agree that you are solely responsible for your interactions with any other Artists in connection with the Platform and Serenade will have no liability or responsibility with respect thereto. Serenade reserves the right, but has no obligation, to become involved in any way with disputes between you and any other Artist of the Platform.

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24. General legal terms

24.1. These Terms of Service constitute the entire agreement between you and Serenade and govern your use of the Platform, superseding any prior agreements between you and Serenade with respect to the Platform. 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. These Terms of Service will be governed by the laws of the State of California 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 Serenade agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of Serenade to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service 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 of Service remain in full force and effect. 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 the Platform or these Terms of Service 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. You may not assign this Terms of Service without the prior written consent of Serenade, but Serenade may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform.

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25. Your Privacy

25.1. At Serenade, we respect the privacy of our Artists. For details, please see our Privacy Policy. By using the Platform, you consent to our collection and use of personal data as outlined therein.

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26. AML and KYC obligations

26.1. You acknowledge and agree:

(a) in order for Serenade to meet any applicable obligations relating to anti-money laundering requirements, Serenade and or its vendors and affiliates may be required to verify the identity of Artists and Fans as well as certain information about any Artist or Fan's beneficial owners.

(b) Serenade may at any time request further information from you to verify your identity and/or the source of monies credited or to be credited to your account and you agree to meet Serenade’s request. If you do not provide Serenade the information as requested, or there is a delay in you providing this information to Serenade, Serenade may not be able to open your account, or may, at its discretion, suspend your access to the Serenade Services;

(c) Serenade may disclose your personal information to:

a credit reporting body to verify your identity and obtain an assessment of whether the information you have provided us with matches the information provided by the credit reporting body; or
federal or state regulators as required under any applicable law.

(d) Serenade is not liable for any loss incurred by you as a result of any action of Serenade which either delays your access from using the Platform or your use in the Platform being declined, when these actions are necessary for Serenade to comply with anti-money laundering obligations;

(e) Serenade may require further information from you from time to time in order to meet its anti-money laundering obligations and you agree to provide Serenade with whatever additional information is reasonably required; and

(f) Serenade may use a document verification service to verify a Fan or Artist's government issued identification.

26.2. At Serenade, we respect the privacy of our Artists. For details, please see our Privacy Policy. By using the Platform, you consent to our collection and use of personal data as outlined therein.

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27. Additional terms Applicable to US Fans and Rightsholders

27.1. Governing Law

27.1.1. All matters relating to these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including noncontractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

27.2. Dispute Resolution; Binding Arbitration

27.2.1. Please read these terms of platform 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 all claims you have against us to binding and final arbitration, and further (1) you will only be permitted to pursue claims against Serenade 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.

27.2.2. You and Serenade agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Serenade agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s), except that you may pursue a claim for and the arbitrator may award public injunctive relief under applicable law to the extent required for the enforceability of this provision.

27.3. Indemnity and Release

27.3.1. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

27.3.2. If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

27.4. Limitation of Liability

27.4.1. If you are an artist from New Jersey, the foregoing sections titled “disclaimer of warranties” and “limitation of liability” 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.

27.5. Notice for California Artists

27.5.1. Under California Civil Code Section 1789.3, Artists of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Serenade, Inc., 11420 Santa Monica Blvd, PO Box 252111, Los Angeles, CA 90025, or at (657) 229-1518. Dispute Resolution By Binding Arbitration: Please read this section carefully as it affects your rights.

27.5.2. Agreement to Arbitrate This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Serenade, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Platforms, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Serenade are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

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28. General

28.1. Force Majeure: Neither party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including, without limitation, any of the following: power failure, act of God, governmental act, war, fire, flood, explosion or civil commotion, epidemic or pandemic.

28.2. Waiver: The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.

28.3. Severance: If any part of this Agreement is found by any court or competent authority to be illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.

28.4. Variation: This Agreement may not be varied except in writing signed by the authorised representatives of all the parties to this Agreement.

28.5. Relationship between the parties: Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment between the parties nor constitute either party the agent of the other.

28.6. Rights of third parties: This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

28.7. Publicity: Any publicity or PR around this Agreement will be by mutual agreement, save that Serenade may state that it is working with Rightsholder in factual non-endorsing references for the purpose of promoting its own business, including but not limited to on its website and on credentials pitches with prospective clients.

28.8. No agency: Nothing in this Agreement is intended to, or shall be deemed to, constitute any Party as the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party.

28.9. Notices: Any notice required to be given under this Agreement shall be in writing and shall be sent by pre-paid first-class post, or by email to the address of the relevant party as set in the Commercial Terms, or to such other postal or email address as such party may have notified to the other for such purposes. Such notice shall be deemed to have been given: if sent by first-class pre-paid post, two Business Days after the date of posting; or if sent by email, the first business day after the date on which the email was sent.

28.10. Entire agreement: This Agreement and documents linked or referred to, constitutes the entire agreement between the Parties relating to its subject matter. Each Party acknowledges that it has not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement.

28.11. Assignment: Serenade shall be entitled to transfer or assign its rights under this Agreement to an affiliate or subsidiary of Serenade or to a person, firm or corporation acquiring all or substantially all of Serenade’s assets without Rightsholder’s prior written approval. Any other transfer or assignment shall require Rightsholder’s prior written consent which is not to be unreasonably withheld or delayed.

The Rightsholder shall not have the right to assign this Agreement without Serenade’s prior written consent which is not to be unreasonably withheld or delayed.

28.12. Legal advice: The Rightsholder acknowledges and confirms that they have been advised to seek and that they have taken independent legal advice prior to signing and being bound by the terms of this Agreement.

28.13. Law and jurisdiction: This Agreement will be governed by the laws of the England and Wales and the parties submit to the exclusive jurisdiction of the courts of England in resolving any disputes between the parties.

28.14. VAT: All payments to Serenade under this Agreement are expressed as exclusive of value added tax or any similar sales tax (“VAT”) which shall (if applicable and legally due) be additionally payable by Rightsholder upon receipt of an appropriate VAT invoice from the Serenade.

28.15. Confidentiality: Each party shall keep the contents of this Agreement and all negotiation relating to it (to the extent not in the public domain other than by breach of this clause) confidential and shall not disclose the provisions of this Agreement to any third party, save to either party’s professional advisors who are bound by a professional duty of confidence or to the extent may be required by law or fiscal authority.

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29. Additional terms Applicable to Australian Fans and Rightsholders

29.1. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.

29.2. The Digital Collectibles are not financial products within the meaning of the Corporations Act 2001 (Cth) and Serenade does not provide financial services in relation to the management of a marketplace for Digital Collectibles.

29.3. Reimbursement and indemnity payments

29.3.1. If these Terms require a party to reimburse or indemnify another party for a cost or expense, the amount of the cost or expense must be reduced by an amount equal to any input tax credit to which the party being reimbursed or indemnified is entitled for that cost or expense.

29.4. Australian Consumer Law

29.4.1. You agree that you have not relied on any representation, description, illustration or specification that is not expressly stated in these Terms.

29.4.2. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by Schedule 2 to the Competition and Consumer Act 2010 ("ACL"), or any other applicable law, that cannot be excluded, restricted or modified by these Terms.

29.4.3. To the extent permitted by law (including the ACL), Serenade excludes all warranties, whether express or implied (not including any consumer guarantees under the ACL), including any warranties or representations concerning availability of the Platform, quality, completeness, accuracy, suitability, acceptability or fitness of the Digital Collectible or the the Platform including all links to or from the Platform and Digital Collectibles advertised or accessible using the Platform. Subject to the consumer guarantees provided for in consumer protection legislation (including the ACL), we do not warrant that you will have continuous access to the Platform. We will not be liable in the event that the full functionality of the Platform is unavailable to you or due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunications supply.

29.5. Dispute Resolution by Mediation

29.5.1. Delivering a Dispute Notice:

If any dispute, controversy or claim arises between Serenade and you arising out of, relating to or in connection with these Terms ("Dispute"), the parties may deliver written notice ("Dispute Notice") to one another which set out:

(a) the nature of the Dispute; and

(b) the relief or remedy that the party seeks.

The Dispute Notice to Serenade should be sent to Level 29, 66 Goulburn Street Sydney NSW 2000.

29.5.2. Parties must negotiate:

During the period of 10 Business Days after delivery of the Dispute Notice, or any longer period agreed in writing (Initial Period), each of the parties must use undertake genuine and good faith negotiations with a view to resolving the Dispute.

29.5.3. Referral to mediation (ad hoc):

If the parties are unable to resolve the Dispute in the Initial Period, then the Dispute must be referred to mediation in accordance with the following:

(a) The parties must agree on a mediator within 10 Business days after the end of the Initial Period. If they fail to do so, any party may request Australian Dispute Centre ("ADC") to appoint a mediator.

(b) Any mediator agreed by the parties or appointed by ADC must be independent and impartial.

(c) The mediation must be commenced within 20 Business Days after the mediator has been appointed and must be concluded within 30 Business Days after the mediator has been appointed, unless otherwise agreed between the parties to the Dispute.

(d) The mediation must take place in Sydney.

(e) The parties must in good faith co-operate with the mediator and must comply with requests by the mediator including requests to submit written materials, provide evidence, attend meetings and pay the mediator's fees.

(f) The parties agree that the mediation will be private and confidential and they undertake not to rely on or introduce as evidence in any arbitral or judicial proceedings, whether or not such proceedings relate to the Dispute that is the subject of the mediation, any matter relating to the mediation (including the existence of the mediation), any settlement agreement, materials created for the purpose of the mediation and documents produced by another party in the mediation except:

for the purpose of making an application to a court of competent jurisdiction to enforce the settlement agreement;
pursuant to the order of a court of competent jurisdiction; or
if required by the law of any State which is binding on the party making the disclosure.

29.5.4. Other proceedings:

No party may commence any judicial proceedings in relation to the Dispute unless:

(a) it has complied with any obligations under this section;

(b) those proceedings are commenced for the purpose of enforcing this section or to seek interlocutory relief; or

(c) following the procedures in this section would mean that a limitation period for a cause of action arising from or relating to the Dispute will expire.

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