User Agreement

Introduction


This User Agreement, the Privacy Notice, and all policies posted on our site(s) set out the terms under which Vezt offers you access to and use of our sites, services, applications and tools (collectively, the "Services"). By signing up or otherwise using the Services, you are entering into a binding legal agreement with Vezt, Inc., a Delaware corporation (referred to in this User Agreement as "Vezt," "we," or "us"). The Privacy Notice and all policies are subject to this User Agreement. You agree to comply with all of the above when accessing or using our Services.

Please be advised that this User Agreement is a legally binding contract.


About Vezt

Vezt is a platform that allows users to offer, sell and buy an ownership interest in the intellectual property rights associated with an individual song recording or other intellectual property right (“IP Rights”) during an Initial Song Offering (an “ISO”) or as otherwise provided by Vezt. The actual contract for sale, including all reversionary rights, contract duration, scope of IP Rights granted, and other terms and conditions, is directly between the seller and buyer.

While we may provide pricing, listing, sourcing, and other guidance in our Services, such guidance is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, Vezt has no control over and does not guarantee the existence, quality, or legality of IP Rights advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell or license IP Rights; the ability of buyers to pay; or that a buyer or seller will actually complete a transaction.

All buyers of song rights on Vezt understand and acknowledge that purchasing less than a majority share of song rights (less than 50%), gives them no right to license or otherwise use or contract the use of the song in any manner not explicitly approved by the majority rights owners in writing. Nor shall they be able to obstruct or interfere with any use, contracting or licensing of the song undertaken by the majority rights owners of the song. Rights buyers on the Vest platform do have the right to receive a pro-rata share of royalties earned by the song IP they purchase for the term of their ownership. Rights buyer on the Vest platform understand and agree that their royalty rights will be administered exclusively by Vezt on their behalf, for the term of their ownership.


Using Vezt

In connection with using or accessing the Services you will not:

  • post, list or upload content or IP Rights in inappropriate categories or areas on our sites;
  • breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
  • use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services;
  • fail to pay for IP Rights purchased by you, unless you have a valid legal reason; for example, the seller has materially changed the IP Right's description after you start a purchase, a clear typographical error has been made, or you cannot contact the seller;
  • fail to deliver IP Rights sold by you, unless you have a valid legal reason; for example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer;
  • manipulate the price of any IP Right or interfere with any other user's listings;
  • post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
  • take any action that may undermine our feedback or ratings systems;
  • transfer your Vezt account (including feedback) or user ID to another party without our consent;
  • distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm Vezt or the interests or property of users;
  • use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of Vezt;
  • interfere with the working of our Services;
  • export or re-export any Vezt application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
  • infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to Vezt or a third party. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Vezt or someone else;
  • infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belong to you;
  • harvest or otherwise collect information about users without their consent; or
  • circumvent any technical measures we use to provide the Services.

If we have reason to believe you are misusing the Services in any way or failing to abide by this User Agreement, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

We may modify or discontinue the Services or cancel unconfirmed accounts or accounts that have been inactive for a long period of time. Additionally, we reserve the right to refuse, or terminate all or part of, our Services to anyone for any reason at our discretion.


Listing Conditions

When listing IP Rights, you agree that:

  • You are responsible for the accuracy and content of the listing and any IPRight offered.
  • Your listing may not be immediately accessible for purchasing, and will be subject to our ISO scheduling, programming and constraints (as determined solely by Vezt). Vezt cannot guarantee exact listing durations.
  • When you use the listing tool to create listings, your listings may renew automatically after the initial ISO period, based on the listing terms at that time, until the IP Right sells.
  • Content that violates any of Vezt's policies may be modified, obfuscated or deleted at Vezt's discretion.
  • We may revise data in the Vezt IP Rights catalog to supplement, remove, or correct information; if your listing uses catalog data that has been revised, those revisions may modify your listing accordingly.
  • We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
  • buyer's location, search query, browsing site, and history;
  • listing's location, listing format, price, terms of service, end time, history, and relevance to the user query;
  • seller's history, including listing practices, detailed seller ratings, Vezt policy compliance, Feedback, and defect rate; and
  • number of listings matching the buyer's query.
  • To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer.
  • Some advanced listing upgrades will only be visible on certain Services.
  • We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results will vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other sellers.

Purchase Conditions

When buying IP Rights, you agree that:

  • You are responsible for reading the full listing before making a commitment to buy.
  • You enter into a legally binding contract to purchase IP Rights when you commit to buy and your offer is accepted.
  • You will pay for all IP Rights purchased upon your commitment to purchase.
  • We do not transfer legal ownership of IP Rights from the seller to the buyer.
  • You will maintain accurate contact information.
  • Your contract is with the seller, not with Vezt.

Fees

The fees we charge for using our Services are generally an amount equal to five percent (5%) of all amounts transacted through or in connection with the Services, unless otherwise agreed in writing by Vezt or as otherwise posted. To the extent VZT tokens are used to purchase IP Rights and/or pay royalties on IP Rights through the Vezt platform, you may not be charged the standard transaction fee, unless otherwise indicated. We may change our fees and/or policies from time to time by posting the changes on the Vezt site ten (10) days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

You must have a payment method on file when purchasing IP Rights on Vezt and pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed by charging other payment methods on file with us, retain collection agencies and legal counsel, and, for accounts over 180 days past due, request that PayPal deduct the amount owed from your PayPal account balance. In addition, you will be subject to late fees equal to the lesser of 1% per month or the maximum amount allowed by law.


Member Accounts

Please be thoughtful about how you use the Services and what you may share. The Services may include social and interactive features, including the ability to post content, share content, and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on Vezt or across the web, so please use Vezt carefully and be mindful of your account settings. Vezt has no responsibility for your choices to post material.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.


Rights You Grant Us

In consideration for the rights granted to you under this User Agreement, you grant us the right (1) to allow the Services to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of the Services, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same.

You also grant us a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the User Agreement plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your content in connection with the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Vezt takes no responsibility and assumes no liability for any content provided by you or any third party.

If you provide feedback, ideas or suggestions to Vezt in connection with the Services or content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Vezt to use that Feedback without restriction and without payment to you. Feedback is considered a type of content.


Our Intellectual Property

We may offer catalogs including, for example, artist or album images, descriptions and specifications that are provided by third parties (including Vezt users). You may use catalog content solely in your Vezt listings. The permission to use catalog content is subject to modification or revocation at any time at Vezt's sole discretion.

While we try to offer reliable data, we cannot guarantee that the catalogs or other content provided through the Services will always be available, accurate, complete, and up-to-date. As a buyer, you agree that Vezt is not responsible for examining or warranting the listings or content provided by third parties through the Services, and that you will not attempt to hold us liable for any inaccuracies. As a seller, it is your responsibility to review the content of your listings for accuracy and that you will not attempt to hold our catalog providers or us responsible for inaccuracies. The catalog may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings included within the catalogs and not to create any derivative works based on catalog content (other than by including them in your listings).

The name “Vezt," “Initial Song Offering,” “ISO,” “micro publishing,” and other Vezt marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade names of Vezt. Vezt reserves all rights in such names and in all of its Intellectual Property. No rights in such Intellectual Property are granted under this User Agreement, except as expressly provided. They may not be used in any way without the express written prior permission of Vezt.


Third Party Applications

The Services may be integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Vezt does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.


Notice for Claims of Intellectual Property Violations and Copyright Infringement

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. Vezt works to ensure that listed IP Rights and content on our site or in our apps do not infringe upon the copyright, trademark, or certain other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please notify our team at support@vezt.co and we will investigate.


Authorization to Contact You

Vezt may contact you using social media, email, text messages, or other means to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Vezt may also contact you using social media, email, text messages, or other means for marketing purposes (e.g., offers and promotions), consistent with any consents to such communications. If you do not wish to receive such communications, you may change your communications preference at any time, by contacting Vezt at support@vezt.co.


Privacy of Others; Marketing

If Vezt provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.


Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Some functionality is subject to delays beyond Vezt's control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

  • the content you provide (directly or indirectly) using the Services;
  • your use of or your inability to use our Services;
  • pricing, format, or other guidance provided by Vezt;
  • delays or disruptions in our Services;
  • viruses or other malicious software obtained by accessing or linking to our Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Services;
  • damage to your hardware device from the use of any Vezt Service;
  • the content, actions, or inactions of third parties, including IP Rights listed using our Services;
  • a suspension or other action taken with respect to your account or breach of this User Agreement;
  • the duration or manner in which your listings appear in search results;
  • your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies;
  • OR
  • any contract between buyer and seller.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of fees in dispute not to exceed the total fees that you paid to us in the three (3) months prior to the action giving rise to the liability, or (b) $100. You should seek independent legal advice before entering into any contract with a buyer or seller, as applicable.


Release

If you have a dispute with one or more users or another third party, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual, direct and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time of agreeing to this release, including expressly releasing rights under Section 1542 of the California Civil Code.


Indemnity

You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of your breach of this User Agreement, your improper use of Vezt's Services, your violation of any law, your actions or failure to act, or the rights of a third party.


Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND MAY HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND VEZT HAVE AGAINST EACH OTHER ARE RESOLVED.

You and Vezt agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Vezt (including any claim or dispute between you and a third-party agent of Vezt) that relates in any way to or arises out of this or previous versions of the Vezt User Agreement, your use of or access to the Services, the actions of Vezt or its agents, or any IP Rights or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

A. Applicable Law

You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and Vezt, except as otherwise stated in this User Agreement.

B. Agreement to Arbitrate

You and Vezt each agree that any and all disputes or claims that have arisen, or may arise, between you and Vezt (including any disputes or claims between you and a third-party agent of Vezt) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to Vezt's Services, the actions of Vezt or its agents, or any IP Rights or services sold, offered, or purchased through Vezt's Services shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

1. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND VEZT 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 OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND VEZT 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, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR 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). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and Vezt's right to appeal the court's decision. All other claims will be arbitrated.

2. Arbitration Procedures

The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), and will be conducted in the City and County of Los Angeles, California. The AAA's rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.


General

Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on www.vezt.co.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the amended terms on www.vezt.co. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you at least ten (10) days' notice by posting the amended terms. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also, but are not required to, ask you to acknowledge your acceptance of the User Agreement through an electronic click-through.

The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the Vezt site.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this User Agreement.

The User Agreement, the Privacy Notice, and all polices posted through our Services set forth the entire understanding and agreement between you and Vezt, and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of this User Agreement: Fees, Content, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.

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