Participant Agreement

This Participant Agreement (“Agreement”) is entered into as of the date of last signature below (the “Effective Date”) by and between Drex, Inc. (“Drex”) and the individual identified on the signature block below (“Participant” or “you”). You represent that you are 18 years or older and are capable of forming a binding contract with Drex.

1. Overview & Pilot Acknowledgment

Drex is developing certain tools and services for the creation of digital zine publications (including compositions, images, or other creative works) (“Services”) incorporating content, materials, images, text, likeness, persona, or other information (“Materials”) provided by third parties to Drex. Participant is interested in having Drex create one or more digital zine publications incorporating Materials provided by or on behalf of Participant to Drex (“Zines”, and such materials, “Participant Materials”). Participant acknowledges and agrees that (i) the Services are under development and have not been commercially released; and (ii) Drex is not obligated to release a commercial version of the Services and may abandon development of the Services at any time and at its discretion.

2. License to Drex

(a) By providing any Participant Materials to Drex, Participant hereby grants to Drex a non-exclusive, transferable, perpetual, worldwide, royalty-free license, with the right to sublicense through multiple tiers, right and license to use, copy, host, process, modify, and create derivative works based upon the Participant Materials (including Participant’s persona, likeness, and image contained therein) solely in connection with providing and improving the Services and for purposes of Section 2(b).

(b) Participant acknowledges that Drex may use and exploit the Zines for marketing, advertising and promotional purposes in connection with Drex’s business, including by publicly displaying, reproducing and distributing the Zines (individually or together with other publications or intellectual property owned by or licensed to Drex) in any and all media. Drex will use commercially reasonable efforts to identify you as the contributor of Participant Materials when publicly using the Zines. Drex may also develop, derive or aggregate data in de-identified form from the Participant Materials and Participant’s use of the Zines, and use such data for any lawful purpose.

(c) Participant represents and warrants that: (i) Participant has (and will have) all rights necessary to grant the license rights in the Participant Materials hereunder; (ii) Participant has obtained all necessary consents, releases, and permissions from any third-party individuals depicted or referenced in the Participant Materials; and (iii) use of the Participant Materials by Drex will not infringe, misappropriate, or violate any third party’s intellectual property rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation.

3. License to Participant

(a) Subject to Participant’s compliance with this Agreement, Drex grants to Participant a non-exclusive, worldwide, non-transferable, sublicensable, royalty-free license to reproduce, distribute, publicly display, and otherwise use and exploit the Zines solely for Participant’s personal, non-commercial purposes. Participant acknowledges and agrees that Drex is not obligated to maintain access to, or hosting of, the Zines or any link thereto, and that Drex makes no guarantee of long-term archival, storage, or continued availability of any Zines or other content or materials that Drex makes available to Participant in connection with the Services.

(b) Participant agrees not to: (i) use the Zines in any manner that violates applicable law, infringes or misappropriates intellectual property or other rights, or expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability; (ii) use the Zines to develop, train, or improve any artificial intelligence or machine learning product, service, or model; (iii) use the Zines for competitive intelligence, benchmarking, or to build or improve a product or service that competes with Drex; (iv) remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Zines; or (v) impersonate or misrepresent Participant’s affiliation with any person or entity.

4. Warranty Disclaimers

THE SERVICES AND ZINES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, DREX EXPLICITLY DISCLAIMS ANY 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. DREX MAKES NO WARRANTY THAT THE SERVICES OR ANY ZINES WILL MEET PARTICIPANT’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, ARCHIVAL OR ERROR-FREE BASIS. DREX MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY ZINE OR ANY OTHER OUTPUT OF THE SERVICES. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THAT THE SERVICES MAKE USE ARTIFICAL INTELLIGENCE TOOLS OR SYSTEMS. GIVEN THE PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT (INCLUDING THE ZINES) THAT IS INACCURATE, INCOMPLETE, UNEXPECTED, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. ZINES MAY NOT BE UNIQUE AND MAY BE SIMILAR OR IDENTICAL TO ZINES PRODUCED FOR OTHER PARTICIPANTS. DREX WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO PARTICIPANT OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM THE PARTICIPANT MATERIALS OR ZINES. PARTICIPANT WILL EVALUATE THE CONTENT, NATURE AND ACCURACY OF ANY ZINES AS APPROPRIATE FOR THE APPLICABLE USE CASE.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DREX NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR THE ZINES 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, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DREX OR ITS SERVICE PROVIDERS HAVE 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. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DREX’S TOTAL CUMULATIVE LIABILITY TO PARTICIPANT ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100.00). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DREX AND PARTICIPANT.

6. Indemnification

Participant will indemnify and hold Drex and its officers, directors, employees, and agents harmless from and against any third-party claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable legal and accounting fees arising out of or connected with (a) the Participant Materials, (b) Participant’s use of the Zines, or (c) Participant’s violation of this Agreement.

7. General Terms

This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The parties expressly consent to personal and exclusive jurisdiction in the state and federal courts located in San Francisco County, California, and each party waives any objection to jurisdiction and venue in such courts. This Agreement constitutes the entire and exclusive understanding and agreement between Drex and Participant regarding the Services and supersedes and replaces all prior oral or written understandings or agreements. If any provision is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions will remain in full force and effect. Participant may not assign or transfer this Agreement, by operation of law or otherwise, without Drex’s prior written consent. Drex may freely assign or transfer this Agreement without restriction. Drex’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision.

Accepting this Agreement

You accept this Agreement when you check the box confirming you have read and accept these terms as you request an invite to Drex. If you do not agree, do not check the box.