11 Captain’s Club NFT Purchase and License Agreement
This 11 Captain’s Club NFT Purchase and License Agreement (this “Agreement”), is a legally binding agreement by and between Captain Club Foundation (the “Foundation”) and the initial and any subsequent purchaser of this 11 Captain’s Club NFT (defined below) (“you” or “Purchaser”). The Foundation and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”.
WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE FOUNDATION THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 13 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 13 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 12 (GOVERNING LAW) WILL APPLY INSTEAD.
Agreement to Terms.
(a)General. By purchasing an 11 Captain’s Club NFT, you acknowledge that you have carefully read and agree to the terms of this Agreement. “11 Captain’s Club NFT” means a non-fungible token (NFT) (i.e., a controllable electronic record recorded on a blockchain) that is ERC721-compliant and, as of its genesis issuance, is linked to a display of 11 Captain’s Club Hat and Access Rights. 11 Captain’s Club NFTs are controllable electronic records recorded on the Ethereum blockchain. “11 Captain’s Club Hat” means a digital hat that is provided and licensed by the Foundation and is linked to one or more 11 Captain’s Club NFTs. For avoidance of doubt, the 11 Captain’s Club Hat is digital in nature and does not include, is not linked to, and is not sold together with, any items or representations that have physical dimensions such as mass or volume. This Agreement governs your participation in the Primary Transactions on https://11captainsclub.io/ or any subdomain thereof (collectively, the “E11EVEN Website”) as well as Secondary Transactions between Transferors and Transferees (as defined below).
Ownership of 11 Captain’s Club NFT.
(a)When Purchaser acquires an 11 Captain’s Club NFT, Purchaser owns all personal property rights to that 11 Captain’s Club NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that 11 Captain’s Club NFT). Such rights, however, do not include the ownership of the intellectual property rights in the 11 Captain’s Club Hat (which are licensed pursuant to Section (3) below). Such rights are licensed pursuant to Section 3 below.
(b)Ownership of an 11 Captain’s Club NFT purchased in any transaction of an 11 Captain’s Club NFT may entitle the Purchaser to certain rights and benefits offered by the Foundation or third parties in their respective sole discretion (“Access Rights”). Access Rights, if any, may be offered pursuant to separate terms published from time to time by the Foundation or a third party.
(c)Purchaser represents and warrants that it will not transfer an 11 Captain’s Club NFT in any Secondary Transaction to a Transferee that is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (ii) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”). A “Secondary Transaction” means any transaction in which an 11 Captain’s Club NFT is sold by one owner to another owner, or is otherwise transferred, distributed, or disseminated (regardless of whether consideration is paid) in any manner that is not a Primary Transaction; and “Primary Transaction” means a transaction facilitated through the E11EVEN Website in which an 11 Captain’s Club NFT is first sold to Purchaser.
3.License of 11 Captain’s Club Hat. The Foundation hereby grants to you, for so long as you own the 11 Captain’s Club NFT (as recorded on the relevant blockchain), a non-exclusive, revocable, non-sublicensable, royalty-free license to use, copy, and display the 11 Captain’s Club Hat linked with your purchased 11 Captain’s Club NFT solely for the following purposes: (i) for your own personal, non-commercial use whether in a private setting or whether within virtual or digital environments, virtual or digital gaming worlds or other navigable and perceivable virtual or digital mediums, including to create one back-up copy of the 11 Captain’s Club Hat and a single physical print out of the 11 Captain’s Club Hat, each to be retained only for so long as you own the associated 11 Captain’s Club NFT; and (ii) efforts to sell or otherwise transfer the associated 11 Captain’s Club NFT consistent with the ownership of it (e.g., posting the 11 Captain’s Club Hat on a sales listing on an NFT marketplace) (the “Non-Commercial License”). The Non-Commercial License is non-transferrable, except that it will automatically transfer in connection with the transfer of the 11 Captain’s Club NFT.
4.Reservation of Rights. All rights in and to the 11 Captain’ s Club Hat not expressly provided for in this Agreement are hereby reserved by the Foundation. The 11 Captain’s Club Hat is licensed, not sold. As between the Foundation and you, the Foundation owns and will retain all title, interest, ownership rights and intellectual property rights in and to the 11 Captain’s Club Hat. Without limitation, Purchaser shall not, nor permit any third party to do or attempt to do any of the following, in each case without express prior written consent from the Foundation: (i) modify the 11 Captain’s Club Hat; (ii) use the 11 Captain’s Club Hat to advertise, market, or sell any product or service, or otherwise commercially exploit; (iii) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the 11 Captain’s Club Hat; (iv) represent or imply that your exercise of the Non-Commercial License is endorsed by or affiliated with the Foundation; or (v) utilize the 11 Captain’s Club Hat for Purchaser’s or any third party’s commercial benefit.
Payment and Fees.
(a)Purchase and Sale. Purchaser hereby agrees to purchase the 11 Captain’s Club NFT at the price set forth on the transaction page of the E11EVEN Website (the “Primary Transaction Purchase Price”). Without limiting any of the foregoing, the valid acceptance of this Agreement, including the delivery of the 11 Captain’s Club NFT, is conditioned upon the following terms being met: (i) Purchaser’s payment of the Primary Transaction Purchase Price, (ii) Purchaser’s provision, through the E11EVEN Website, a Ethereum Network-compatible network wallet address and a “wallet” that is compatible with the E11EVEN Website (“Wallet”) to which the Purchaser’s 11 Captain’s Club NFT will be delivered; and (iii) Purchaser’s successful completion (as determined by the Foundation in its sole discretion) of any applicable diligence and other processes as requested by the Foundation. If the Purchaser fails to meet any of the conditions above, the Foundation may suspend the delivery of the purchased 11 Captain’s Club NFT or terminate the Primary Transaction. Purchaser may only purchase a maximum of eleven (11) 11 Captain’s Club NFTs per Wallet.
Qualifications. Purchaser represents and warrants that it (A) is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (B) is not listed on any U.S. Government list of prohibited or restricted parties; (C) is the age of majority in Purchaser’s place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into this Agreement; (D) will use and interact with the 11 Captain’s Club NFTs and 11 Captain’s Club Hat only for lawful purposes and in accordance with this Agreement; and (E) will not use the 11 Captain’s Club NFTs or 11 Captain’s Club Hat to violate any law, regulation or ordinance or any right of the Foundation, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Purchaser further agrees that it will comply with all applicable law.
Community Participation. Purchaser acknowledges and agrees that the 11 Captain’s Club NFTs may entitle the holder the right to participate in a blockchain-powered community, featuring digital and physical community events and certain other benefits (the “E11EVEN Community”). Purchaser currently is a member of the E11EVEN Community.
Consumptive Purposes Only. Purchaser acknowledges and agrees that the 11 Captain’s Club NFTs may not be sold, transferred or converted into any value for any purposes other than the participation and expansion of the E11EVEN Community. By participating in the distribution of the 11 Captain’s Club NFTs, Purchaser hereby agrees and acknowledges that (A) it is not purchasing the 11 Captain’s Club NFT with the intent or expectation of profits from any appreciation in value or otherwise from the 11 Captain’s Club NFTs, and (B) it is receiving the 11 Captain’s Club NFTs with the sole intention of actively participating in the E11EVEN Community and enjoying it for consumptive, non-commercial purposes.
Qualified Consumer. Purchaser acknowledges and agrees that it has sufficient understanding of the E11EVEN Community and functionality, usage, storage, transmission mechanisms and other material characteristics of non-fungible cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems to understand this Agreement. Purchaser understands, acknowledges and agrees that such knowledge allows it to participate in the E11EVEN Community and to appreciate the implications and risks of acquiring the 11 Captain’s Club NFTs herein.
(c)Form of Payment. All payments for the Primary Transaction Purchase Price shall be made via ETH, unless otherwise determined in the Foundation’s sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by the Foundation, or an assignee or agent and additional transaction fees may apply.
(d)Gas Fees. By buying or selling an 11 Captain’s Club NFT on the E11EVEN Website or any other platform, you agree to pay all applicable fees, including, but not limited to, any transaction fees and Gas Fees, as applicable. “Gas Fees” fund the network of computers that run the decentralized Ethereum network, meaning that Purchaser will need to pay a Gas Fee for each transaction that occurs via the Ethereum network. The Foundation does not have any insight into or control over these payments or transactions, nor does the Foundation have the ability to reverse any transactions. Accordingly, the Foundation will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions of the 11 Captain’s Club NFTs that you engage in.
(e)Transfers: All Secondary Transactions are subject to Section 5(b) of this Agreement, as well as the following terms: (i) the 11 Captain’s Club NFT transferee (the “Transferee”) shall, by purchasing or otherwise receiving the 11 Captain’s Club NFT, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof (other than with respect to Sections 5(a) and 5(c)); and (ii) the 11 Captain’s Club NFT transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, and shall cause the Transferee to agree to the terms of this Agreement.
Purchaser further acknowledges and agrees that all Secondary Transactions will be effected on the Ethereum blockchain, the blockchain network governing the 11 Captain’s Club NFTs, and Purchaser will be required to make or receive payments exclusively through its cryptocurrency wallet.
Without limitation of any other termination rights, the Foundation may suspend or terminate the Non-Commercial License to the 11 Captain’s Club Hat if it has a reasonable basis for believing (A) that Purchaser has engaged in an off-chain sale of the 11 Captain’s Club NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of the 11 Captain’s Club NFT without making the applicable Royalty Payment; (B) the Purchaser is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (C) the Purchaser is listed on any U.S. Government list of prohibited or restricted parties.
6.Warranty Disclaimers and Assumption of Risk.THE 11 CAPTAIN’S CLUB NFTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE FOUNDATION EXPLICITLY DISCLAIMS ON BEHALF OF ITSELF AND ALL OTHER PERSONS, ENTITIES AND PARTIES THAT ARE OR IN THE FUTURE MAY PROVIDE ANY ENTITLEMENTS, RIGHTS, PRIVILEGES, PREFERENCES, OR BENEFITS, OF ANY KIND OR IN ANY FORM, TO PURCHASER IN ITS CAPACITY AS A HOLDER OF THE 11 CAPTAIN’S CLUB NFT, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, AND REPRERESENTATIVES (COLLECTIVELY, THE “DISCLAIMED PARTIES”), AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE FOUNDATION ON BEHALF OF ITSELF AND THE DISCLAIMED PARTIES MAKES NO WARRANTY THAT THE 11 CAPTAIN’S CLUB NFTS WILL MEET PURCHASER’S REQUIREMENTS, THE 11 CAPTAIN’S CLUB HAT WILL BE DISPLAYED OR AVAILABLE IN THEM, OR THE 11 CAPTAIN’S CLUB NFT BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NEITHER THE FOUNDATION NOR THE DISCLAIMED PARTIES MAKE ANY WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT RELATED TO THE 11 CAPTAIN’S CLUB NFTS.NEITHER THE FOUNDATION NOR THE DICLAIMED PARTIES WILL BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE 11 CAPTAIN’S CLUB NFT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES; (IV) UNAUTHORIZED ACCESS TO 11 CAPTAIN’S CLUB NFT; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.THE 11 CAPTAIN’S CLUB NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH NEITHER THE FOUNDATION NOR ANY DISCLAIMED PARTY CONTROLS. NEITHER THE FOUNDATION NOR ANY DISCLAIMED PARTY GUARANTEES THAT THE FOUNDATION OR ANY DISCLAIMED PARTYCAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY 11 CAPTAIN’S CLUB NFT. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS PURCHASER PURCHASES THROUGH THE E11EVEN WEBSITE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, NEITHER THE FOUNDATION NOR ANY DISCLAIMED PARTY MAKES ANY CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE E11EVEN WEBSITE OR ANY PURPORTED SECONDARY TRANSACTIONS.NEITHER THE FOUNDATION NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE 11 CAPTAIN’S CLUB NFTS. NEITHER THE FOUNDATION NOR ANY DISCLAIMED PARTY IS RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE 11 CAPTAIN’S CLUB NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Assumption of Risk. Purchaser accepts and acknowledges all risks associated with the following:
(a)The disclaimers set forth in Section 6 above.
(b)Any entitlements, rights, privileges, preferences, or benefits, of any kind or in any form that you may receive or be granted as a holder of 11 Captain’s club NFTs, or any lack thereof of such entitlements, rights, privileges, preferences, or benefits.
(c)Purchaser is solely responsible for determining what, if any, taxes apply to Purchaser’s purchase, sale, or transfer of 11 Captain’s Club NFTs. The Foundation is not responsible for determining or paying the taxes that apply to such transactions.
(d)11 Captain’s Club NFTs are a digital asset recorded and transferable on the Ethereum blockchain. Any transfer of 11 Captain’s Club NFTs occurs through automated processes on the Ethereum blockchain, which is not controlled in any capacity by the Foundation. Transactions in 11 Captain’s Club NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the 11 Captain’s Club NFTs shall be deemed to be made when recorded on the Ethereum blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.
(e)There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. The Foundation will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting 11 Captain’s Club Hat transactions, however caused, including any Gas Fees paid or payable in connection therewith. The Foundation does not store your password, passkey, private key or other credentials needed to access the 11 Captain’s Club NFTs following sale, and will not be able to recover such items if you should lose them. Purchaser should keep a copy of your password, private key or passkey in a secure location.
(f)Transactions involving the 11 Captain’s Club NFTs may rely on third-party platforms to perform transactions which are outside of the Foundation’s control.
8.Links to Third Party Websites or Resources. Use and interaction of the 11 Captain’s Club NFTs and 11 Captain’s Club Hat may allow Purchaser to access third-party websites (including websites that host the 11 Captain’s Club Hat) or other resources. The Foundation provides access only as a convenience and is not responsible for the content, products, or services on or available from those resources or links displayed on such websites. Without limiting Section 7, Purchaser acknowledges sole responsibility for and assumes all risk arising from Purchaser’s use of any third-party resources. Under no circumstances shall Purchaser’s inability to view its 11 Captain’s Club Hat on a third-party website serve as grounds for a claim against the Foundation.
9.Termination of Non-Commercial License to 11 Captain’s Club Hat. Purchaser’s Non-Commercial License to the 11 Captain’s Club Hat shall automatically and immediately terminate without notice if at any time: (a) Purchaser breaches any portion of this Agreement or (b) Purchaser engages in any unlawful activity related to the 11 Captain’s Club NFT (including the receipt of the 11 Captain’s Club NFT by a Prohibited Transferee). Upon any termination, discontinuation or cancellation of Purchaser’s Non-Commercial License to 11 Captain’s Club Hat, the Foundation may disable Purchaser’s access to the 11 Captain’s Club Hat and Purchaser shall delete, remove, or otherwise destroy any back up or single digital or physical copy of the 11 Captain’s Club Hat. Upon any termination, discontinuation or cancellation of the Non-Commercial License in this Agreement, the following Sections will survive: 2 and 4-16.
10.Indemnity. Purchaser shall defend, indemnify, and hold the Foundation , its subsidiary, and any and all affiliate companies and service providers, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (collectively, the “Foundation Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the 11 Captain’s Club NFTs whether or not such person personally purchased the 11 Captain’s Club NFTs) against any Foundation Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) Purchaser’s purchase, ownership, use and interaction with the 11 Captain’s Club NFTs, Non-Commercial License to the 11 Captain’s Club Hat or exploitation or use of the Access Rights, (b) Purchaser’s breach or anticipatory breach of this Agreement, (c) Purchaser’s violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Purchaser’s use or interaction with the 11 Captain’s Club NFTs, and (d) any misrepresentation made by Purchaser (all of the foregoing, “Claims and Losses”). Purchaser will cooperate as fully required by the Foundation in the defense of any Claim and Losses. Notwithstanding the foregoing, the Foundation may act on behalf of the Purchaser to agree to any settlement or compromise with respect to any Claims and Losses, and any such agreement shall bind and be an obligation of the Purchaser. The Foundation reserves the right to assume the exclusive defense and control of any Claims and Losses. Purchaser will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of the Foundation.
Limitation of Liability.
(a)TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE FOUNDATION PARTIES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE 11 CAPTAIN’S CLUB NFTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE 11 CAPTAIN’S CLUB NFTS OR ACCESS THE 11 CAPTAIN’S CLUB HAT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE FOUNDATION PARTIESHAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b)TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE FOUNDATION PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE 11 CAPTAIN’S CLUB NFTS OR ACCESS THE 11 CAPTAIN’S CLUB HAT EXCEED THE PRIMARY TRANSACTION PURCHASE PRICE.
(c)THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE FOUNDATION AND PURCHASER.
12.Governing Law and Forum Choice. This Agreement and any action related thereto will be governed by the laws of Florida, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 13 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that Purchaser and the Foundation are not required to arbitrate will be the courts located in Miami Dade, Florida, and Purchaser and the Foundation each waive any objection to jurisdiction and venue in such courts.