Last Updated: December 4, 2023

Tronic, LLC ('Tronic' or 'we') provides to its customers a Web3-focused technology platform and related solutions and services to tokenize assets and increase community engagement and collaboration, including in connection with memberships and loyalty programs, utilizing blockchain-based smart contracts. Please read these Terms of Service ('Terms') carefully.

These Terms govern any access or use of the website https://tronic.app/, and any other web site, mobile application, marketplace or application program interface operated or made available by Tronic (the 'Platform') as well as any services provided on or through the Platform (together with the Platform, the 'Services'). By using our Services, you agree to these Terms, including Section 20 which contains a class action waiver and a mandatory arbitration provision that waives your right to sue in court or have a jury trial. If you do not agree to these Terms, do not use our Services.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

1. Services and Tokens

Services as used herein includes any services, features and functionality of the Platform related to the purchase or sale of any blockchain-based, cryptographic nonfungible token ('NFT') which, together with any associated digital works of authorship or other content, whether or not copyrighted or copyrightable, and regardless of the format in which any of the foregoing is made available ('Related Content'), comprises and is referred to herein as a 'Digital Token’. The terms of your license to the Related Content and other terms applicable to the Digital Token will be presented to you at the time of purchase and a link to those terms will be embedded in the Digital Token’s metadata ('Digital Token Terms').

Additionally, certain Services may be made available exclusively to the owner of a particular Digital Token. You may be required to demonstrate ownership of the applicable Digital Token in order to access these Services. Without limiting any other right to terminate or suspend Services under these Terms, we may terminate your access or use of these Services in the event that you transfer the applicable Digital Token to someone else.

Any digital works of authorship or other content made available through the Platform to an owner of a Digital Token that is intended as an 'Additional Benefit' (as that term is defined in the Digital Token Terms) will be identified as such on the Platform or at the time of download. Any such content will be licensed to you for as long as you own the applicable Digital Token pursuant to the terms of any license presented at the time of download or, if no such terms are presented, pursuant to the applicable Digital Token Terms as Related Content for that particular Digital Token. Any other digital works of authorship and other content made available through the Platform is part of the Services and no license rights are granted to you with respect to any such content.

None of Tronic or any third party has any obligation to provide any Additional Benefit and none of Tronic or any third party will have any responsibility or liability for, arising out of, or relating to any Additional Benefit.

2. Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy available at https://tronic.app/legal/privacy-policy.

3. Eligibility

In order to use our Services, you must meet the following eligibility criteria:

You must not be located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country. You must not be listed on any United States government list of prohibited or restricted parties. You must be at least 13 years of age. You must comply with Tronic’s other applicable policies, including Know Your Customer and Anti-Money Laundering (KYC/AML) policies. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services.

If you use our Services on behalf of another person or entity, (a) all references to "you" throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, both you and the person or entity agree to be responsible to us.

4. Your User Account and Account Security

You may need to register for an account to access our Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You must not permit others to use your account credentials. You are responsible for the activities of any users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

Access to your account is limited solely to you. You will not sell, rent, lease, or grant access to your account to any person without our prior written permission.

You are solely responsible for maintaining the security of your account and control over any usernames, passwords, or any other codes that you use to access our Services. You will not hold us responsible for managing and maintaining the security of your account. We are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately at Tronic, LLC, 4000 International Parkway, Carrollton, TX 75007.

5. Purchases of Digital Tokens

We do not offer a hosted digital wallet on the Platform or otherwise custody Digital Tokens for our users. You will be required to link a supported blockchain-based digital wallet ('Supported Wallet') provided by supported third-party unhosted wallet providers ('Supported Wallet Provider') to the Platform before you will be able to purchase a Digital Token. A list of Supported Wallets and Supported Wallet Providers, which we may update at our discretion, may be available on our Platform. We will deliver any Digital Token that you purchase from us directly to your Supported Wallet and you will be responsible for safekeeping the passwords and keys associated with your Supported Wallet. We will not be able to recover purchased Digital Token for you in the event that you lose access to your Supported Wallet account or under any other circumstances.

Each Supported Wallet Provider is a third-party company that offers unhosted digital wallet products and services. We are not in any way affiliated or partnered with Supported Wallet Providers. Your use of each Supported Wallet Provider’s products and services is subject to its applicable terms of service. We will not be liable to you for any loss that results from your use of a Supported Wallet Provider’s products and services, including Supported Wallets.

We currently only accept payments in the supported currencies listed on our Platform. You cannot maintain a balance of cryptocurrency with us for purposes of making purchases through our Services.

All pricing and payment terms are as set forth on the Platform, and any payment obligations you incur are binding at the time of purchase. All sales are final. Unless otherwise required by applicable law, we will not provide a refund on any purchase.

You represent and warrant that any purchase of a Digital Token by you is solely for your personal collection, use and enjoyment, and not for speculative or investment purposes, for use as a substitute for currency or other medium of exchange, or for resale or redistribution. You acknowledge and understand that by purchasing a Digital Token you are not acquiring any equity or other ownership or profit sharing interest in Tronic, or any of its affiliates or any brand or other business venture.

You will not portray any Digital Token as an opportunity to gain economic benefit or profit, or as an investment, equity, or other ownership or profit-sharing interest in Tronic, or any of its affiliates or any brand or other business venture. You will comply with any issuance or marketing policies or guidelines published by Tronic for NFTs or Digital Tokens.

LEGISLATIVE OR REGULATORY CHANGES AT THE STATE, FEDERAL OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, OR EXCHANGE OF THE DIGITAL TOKENS.

6. Digital Tokens Acquired through Third Party Platforms

With respect to any Digital Token originally sold through the Platform but that you acquired from a third party through a third party platform or service, by agreeing to these Terms, you agree to be bound by the applicable Digital Token Terms for the Digital Token. In addition, you acknowledge and agree that in the event the third party from whom you purchased the Digital Token does not pay any amounts owed to Tronic in connection with the transfer to you, Tronic may, at its option and discretion (and without limiting its right or ability to do so as otherwise provided in these Terms) refuse to provide you with access to the Platform or any Service, unless and until all outstanding amounts have been paid.

7. Suspension of Account

We have the right to immediately suspend your account, pause or cancel your access to our Services, or close your account if we suspect, in our sole discretion, that (a) your account is being used for money laundering, to evade sanctions or to engage in illegal activity, (b) you have concealed or provided false identification information or other details, (c) you have engaged in fraudulent activity, or (d) you have engaged in transactions in violation of these Terms.

8. License to Services and Ownership

Our Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Tronic or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Tronic and our logos, our product or service names, our slogans and the look and feel of our Services are trademarks of Tronic and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

9. Related Content

9.1 Generally. Each Digital Token is a limited-edition digital asset comprised of an NFT and associated Related Content. Related Content is licensed to you, not acquired by you when you acquire the NFT. Ownership of any Related Content is retained by Tronic or the third party that developed or acquired ownership of the Related Content (any such third party, a 'Third Party Developer'). No ownership or title in or to any Related Content is transferred to you, and no other right or interest in any Related Content is transferred to you except for the limited license rights that are expressly set forth in the Digital Token Terms. For clarification, the Related Content is neither stored nor embedded in the Digital Token, but is accessible through the Digital Token, subject to compliance with these Terms and the Digital Token Terms.

9.2 Restrictions. You will not, attempt to, or permit or enable any third party to: (a) separate the Related Content from the Digital Token; (b) modify the Related Content, unless expressly permitted to do so pursuant to the Digital Token Terms; (c) register or attempt to register any trademark or copyright or otherwise acquire additional intellectual property rights in or to any Related Content; (d) use any Related Content to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by Tronic at its discretion; (e) commercialize the Related Content or use the Related Content in connection with any business, message, product, or service, or in any manner that may imply endorsement of any business, message, product, or service; (f) use the Related Content in any manner that is likely to cause confusion or dilute, blur, or tarnish the Related Content or any intellectual property rights in the Related Content; or (g) use the Related Content in any manner that infringes, violates or misappropriates any third party intellectual property or intellectual property right, or that violates the these Terms or the Digital Token Terms.

9.3 Transfer or other Fees. Tronic and Third Party Developers, as well as their affiliates, licensors and designee(s), may be entitled to receive transfer or other fees or royalties from your purchase or subsequent sales of a Digital Token, which defray costs associated with licensing the Related Content, administration of the Digital Token ownership and corresponding license rights, and making any optional Additional Benefits (as defined in Tronic’s Digital Token License Terms) available to you or subsequent holders of the Digital Token.

10. Prohibited Conduct and Content

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:

use or attempt to use another user’s account without authorization from that user and Tronic;
impersonate or otherwise misrepresent your affiliation with a person or entity;
sell, resell or commercially use our Services;
copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
develop or use any applications that interact with our Services without our prior written consent; or
use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Enforcement of this Section 10 is solely at Tronic's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 10 does not create any private right of action on the part of any third party or any reasonable expectation that our Services will not contain any content that is prohibited by such rules.

11. Digital Millennium Copyright Act.

We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material hosted by Tronic you may contact our designated Agent at the following address:

Tronic, LLC, 4000 International Parkway, Carrollton, TX 75007, Attn: DMCA Agent

Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Services; (d) your address, telephone number, and email address; (e) a statement by you that you has a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter Notices If material that you have posted to the Services has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (i) a physical or electronic signature of the subscriber; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Tronic may be found, and that you will accept Services of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

Repeat Infringers It is our policy to terminate in appropriate circumstances the accounts of users that are repeat infringers or repeatedly violate these Terms.

12. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Tronic or our Services (collectively, "Feedback"). We may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in our sole discretion. You understand that Tronic may treat Feedback as nonconfidential.

13. Third Party Content

We may provide information about Additional Benefits made available by third parties or other third party products, services, activities or events, or we may allow third parties to make their content and information available on or through our Services (collectively, "Third-Party Content"). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Tronic does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

14. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Tronic and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "Tronic Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services (including, without limitation, Digital Tokens, Additional Benefits and Related Content); (b) your Feedback; (c) your violation of these Terms (including, without limitation, the terms and conditions with respect to any Digital Token, Additional Benefit or Related Content) or the Digital Token Terms; (d) your violation, misappropriation or infringement of any intellectual property, privacy, or other rights of another; or (e) your conduct in connection with our Services. You will cooperate with the Tronic Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). Tronic Parties will have control of the defense or settlement, at Tronic's sole option, of any third-party Claims.

15. Disclaimers

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, THE SERVICES AND ANY CONTENT IN THE SERVICES, AND ANY AND ALL RELATED CONTENT, THIRD-PARTY CONTENT, BENEFIT AND DIGITAL TOKEN IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, TRONIC DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES, RELATED CONTENT, THIRD-PARTY CONTENT, BENEFITS OR ANY DIGITAL TOKENS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE TRONIC ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR SERVICES.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY ACCESS TO OR USE OF ANY RELATED CONTENT, THIRD-PARTY CONTENT, BENEFIT OR DIGITAL TOKEN INCLUDING BUT NOT LIMITED TO ANY LOSS, DAMAGE OR CLAIM ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR APPLICABLE BLOCKCHAIN.

THE DIGITAL TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE BLOCKCHAIN NETWORK. ANY TRANSFER OF CONTROL THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE APPLICABLE BLOCKCHAIN NETWORK.

The Digital Tokens are transferable blockchain-based NFTs that evidence a limited license to Related Content, and, in some cases, a limited license to Third-Party Content and/or to access Additional Benefits, that is exclusive to the owner and thereby collectible as a form of alienable digital property. Like physical collectibles, the price of NFTs may be subject to fluctuation based upon broader industry trends and sentiment. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs. Unlike cryptocurrencies and other fungible digital assets, NFTs are not used to make payments. NFTs are not mutually interchangeable and cannot be divided into smaller parts. These design features limit the usefulness of NFTs as a form of payment or substitute for currency. Instead, nonfungible tokens are enjoyed as digital collectibles.

There is no guaranteed future value for Digital Tokens. Any future value of a Digital Token is based solely on consumer interest and demand for that Digital Token and not something that Tronic or any Third Party Developer or other third party can control or will attempt to control or influence.

There is no guaranteed future value for Digital Tokens. Any future value of a Digital Token is based solely on consumer interest and demand for that Digital Token and not something that Tronic or any Third Party Developer or other third party can control or will attempt to control or influence.

We are not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), the applicable blockchain or other third party service or infrastructure, including Supported Wallets and Supported Wallet Providers, or any other features of Digital Tokens. We are not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the applicable blockchain supporting Digital Tokens including forks, technical node issues or any other issues having fund losses as a result.

In some cases, Tronic integrates directly with third parties, including but not limited to, online merchant platforms, mailing list platforms, and social media platforms ('Third Party APIs'). Tronic has no control over the uptime and functionality made available through Third Party APIs and as such certain aspects of the Platform could incur an outage outside of Tronic’s control, and certain aspects of the Platform’s functionality could be impacted by changes of features made available through Third Party APIs.

The Tronic Platform is subject to flaws and you acknowledge that you are solely responsible for evaluating any code provided by the Platform. Tronic may experience cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses.

16. Disclaimer of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRONIC AND THE OTHER TRONIC PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF TRONIC OR THE OTHER TRONIC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Limitation of Liability

THE TOTAL LIABILITY OF TRONIC AND THE OTHER TRONIC PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, OR ANY AND ALL RELATED CONTENT, BENEFIT AND DIGITAL TOKEN, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES DURING THE SIX MONTH PERIOD PRIOR TO THE DATE SUCH CAUSE OF ACTION INITIALLY AROSE.

The limitations set forth in Sections 16 and 17 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Tronic or the other Tronic Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

18. Release

To the fullest extent permitted by applicable law, you release Tronic and the other Tronic Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to (a) disputes between users, (b) acts or omissions of third parties, or (c) anything else for which you have agreed that Tronic will have no responsibility or liability pursuant to these Terms. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: '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.'

19. Transfer and Processing Data

In order for us to provide our Services, we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

20. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Tronic and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

20.1 No Representative Actions. You and Tronic agree that any dispute arising out of or related to these Terms or our Services is personal to you and Tronic and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

20.2 Arbitration of Disputes. Except for small claims disputes in which you or Tronic seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Tronic seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Tronic waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, 'Disputes') resolved in court. Instead, for any Dispute that you have against Tronic you agree to first contact Tronic and attempt to resolve the claim informally by sending a written notice of your claim ('Notice') to Tronic by certified mail addressed to Tronic, LLC, 4000 International Parkway, Carrollton, TX 75007. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Tronic cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Dallas County in the state of Texas unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 20, a 'consumer' means a person using the Services for personal, family or household purposes. You and Tronic agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures ('JAMS Rules'). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

20.3 You and Tronic agree that these Terms affect interstate commerce and that the enforceability of this Section 20 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the 'FAA'), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

20.4 The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Tronic, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

20.5 You and Tronic agree that for any arbitration you initiate, you will pay the filing fee and you and Tronic will split equally the remaining JAMS fees and costs; provided that if you are a consumer the maximum amount you will be required to pay for the filing fee is $250 and Tronic will pay any remaining amount of the filing fee and the remaining JAMS fees and costs. For any arbitration initiated by Tronic, Tronic will pay all JAMS fees and costs. You and Tronic agree that the state or federal courts of the State of Texas have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

20.6 Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Tronic will not have the right to assert the claim.

20.7 You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 20 by providing written notice via certified mail addressed to Tronic, LLC, 4000 International Parkway, Carrollton, TX 75007. In order to be effective, the optout notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 21.

20.8 If any portion of this Section 20 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 20 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 20; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 20 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 20 will be enforceable.

21. Governing Law and Venue

Any dispute arising from these Terms and your use of our Services will be governed by and construed and enforced in accordance with the laws of the State of Texas without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in Collin County in the state of Texas and you consent to jurisdiction and venue in such courts.

22. Modifying and Terminating our Services

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

23. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

24. Relationship of these Terms and Additional or Supplemental Terms

Tronic and you may enter into additional terms governing the use or access to passes, programs, services, products or other offerings from Tronic ('Tronic Supplemental Terms'). Tronic Supplemental Terms, and any other terms that may be provided with or that you may otherwise agree to in connection with any particular Tronic Service, are incorporated into, and made a part of, these Terms by this reference.

Digital Token Terms may be entered between you and the applicable Third Party Developer. Tronic is not a party to any Third Party Token Terms and will not have any responsibility or liability for, arising out of, or relating to any Third Party Token Terms.

Notwithstanding anything else in any Digital Token Terms, these Terms supplement the Digital Token Terms and these Terms will apply to any exercise of any license in or to any Related Content, any transfer of any Digital Token or any other use or disposition of any Digital Token; provided that in the event of any conflict or inconsistency between these Terms and any Digital Token Terms, the Digital Token Terms will govern. For avoidance of doubt, and notwithstanding anything else in these Terms or any Digital Token Terms, if you breach any obligation that you may have to make payments to Tronic pursuant to any Digital Token Terms or these Terms, such breach shall constitute a breach of any and all of these Terms and any applicable Digital Token Terms.

Subject to the foregoing provisions of this Section 24, these Terms constitute the entire agreement between you and Tronic relating to your access to and use of our Services.

25. Miscellaneous

Notwithstanding any other provisions of these Terms, Sections 6 through 25 survive any expiration or termination of these terms. The failure of Tronic to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Services, in whole or in part, without your prior written consent.

26. Contact Us

If you have any questions about these Terms or our Services, please contact us at: Tronic, LLC, 4000 International Parkway, Carrollton, TX 75007

ContactUs

Contact
Us