VAN LIFE™ NFT Vending/Ticket Machines Agreement

Last updated: 1/25/24

This agreement ("Agreement") is made and entered into as of the Effective Date ("1/25/2024"), by and between Van Life Peers (the "Company", "Site", "we", "us", or "our") and any individual or entity participating in or engaging with our activities, services, products, or events (hereinafter referred to as the "Participant", "Customer", "Member" or "you"), collectively referred to as the "Parties."

VAN LIFE™ NFT” means a non-fungible token minted by a smart contract deployed and associated with the contract metadata containing these Terms or such other smart contract(s) as designated by the VAN LIFE™ brand from time to time in its sole discretion, including any replacement, upgrade or successor smart contract(s) that the VAN LIFE™ brand may designate in its sole discretion (the “VAN LIFE™ NFT Smart Contract”). A VAN LIFE™ NFT Smart Contract associates each VAN LIFE™ NFT with a piece of digital art created by the VAN LIFE™ brand, which may be changed from time to time (the “Art”).

1. Definitions:
"VAN LIFE™ NFT": Refers to the non-fungible token representing ownership of specific digital assets issued by the VAN LIFE™ brand, allowing the holder access to the vending machines or ticket machines.
"Vending Machines": Refers to automated machines provided by the VAN LIFE™ brand that dispense free or buyable merchandise, primarily VAN LIFE™ products.
"Ticket Machines": Refers to automated machines provided by the VAN LIFE™ brand that dispense tickets, including but not limited to vouchers for access to events, experiences, or special offers related to VAN LIFE™ products.

2. Access to Vending/Ticket Machines:
2.1 Customer Eligibility: To gain access to the vending machines or ticket machines, Customer must own a valid VAN LIFE™ NFT in their crypto wallet. Van Life Peers reserves the right to modify or update the eligibility criteria at its discretion.
2.2 Availability: Merchandise and offerings from the vending machines and ticket machines are available on a first-come, first-served basis and are subject to availability. Van Life Peers (i.e., www.vanlifepeers.com) does not guarantee the availability of specific products or experiences.

3. Use of NFT and Machines:
3.1 NFT Ownership: Van Life Peers acknowledges and confirms that the ownership of the VAN LIFE™ NFT resides solely with the Customer. The NFT is not transferable, assignable, or sublicensable, except as expressly permitted by the VAN LIFE™ brand.
3.2 Limited License: By owning the VAN LIFE™ NFT, Customer is granted a limited, non-exclusive, non-transferable, and revocable license to access the vending machines and ticket machines solely for the purpose of obtaining free or buyable merchandise and related experiences, as offered by Van Life Peers.
3.3 Prohibited Actions: Customer shall not attempt to duplicate, modify, distribute, or create derivative works from the VAN LIFE™ NFT, nor shall they engage in any activity that may undermine the security or integrity of the NFT or systems operated by the VAN LIFE™ brand.

4. Representations and Warranties:
4.1 The VAN LIFE™ brand represents and warrants that it is the rightful owner or licensee of all intellectual property rights, including but not limited to VAN LIFE™ associated content, media, trademarks, logos, branding, artwork, characters, merchandise, products, services, and any other materials provided by the VAN LIFE™ brand, and that it has the right to grant the limited license as described in Section 3.
4.2 Customer represents and warrants that they are the rightful owner of the VAN LIFE™ NFT and have the legal capacity to enter into this Agreement.

5. Indemnification:
5.1 Van Life Peers agrees to indemnify, defend, and hold harmless the Customer from and against any claims, losses, liabilities, damages, costs, and expenses arising out of any breach of the representations and warranties in Section 4.
5.2 Customer agrees to indemnify, defend, and hold harmless Van Life Peers from and against any claims, losses, liabilities, damages, costs, and expenses arising out of their use of the NFT and the vending/ticket machines or any violation of this Agreement.

6. Confidentiality:
6.1 Both Parties agree to treat all non-public information related to this Agreement as confidential and to use it solely for the purpose of fulfilling their obligations hereunder. Confidential information shall not be disclosed to any third party without the express written consent of the disclosing Party.

7. Governing Law and Dispute Resolution:
7.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Van Life Peers is registered. Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the applicable arbitration body. The arbitration shall take place in a venue of Van Life Peers' choosing, and the language used shall be English.

8. Miscellaneous:
8.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements and understandings.
8.2 Amendment: We reserve the right to amend this Agreement at our discretion without prior notice. If we amend this Agreement, it will still become binding. Even if you decide not to read this Agreement, any updates or modifications will still be binding.
8.3 Waiver: The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or right.
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