Terms & Conditions
The use of, and interaction with, our website and Platform is only intended for users the age of eighteen (18) and above. This website and Platform is the property of ShiftingVision and if applicable, its licensors. Please read these Terms carefully. Access to, and use of the ShiftingVision website and Platform is conditional on your agreement to these Terms. Your continued use of the website and the Platform indicate your acceptance of the Terms. If you do not agree with the Terms, please do not use the website or the Platform.
If you fail to provide ShiftingVision with details we require to ascertain your identity, or to abide by a legal obligation, then you release ShiftingVision from any and all liabilities. You also hereby hold ShiftingVision faultless in relation to any ShiftingVision NFT, and provide a release from any and all class actions and/or participation in any and all class action suits (if applicable in your country, jurisdiction or State).
You must comply with all applicable national laws and regulations in your home jurisdiction in all uses and interactions of our website and Platform. If you are a national of a country, jurisdiction or State that prohibits and/or outlaws the minting, sale, and/or auction of NFTs, our website and Platform is not available to you.
We pledge that we are compliant with the Americans with Disabilities Act of 1990 (“ADA”).
2. General warranties and disclaimers
You accept the purchased NFT(s) "as is", with no representation or warranty of any kind, express or implied, in excess of any statutory warranty rights that you may have under applicable law. ShiftingVision disclaims all warranties and any and all liability for the acts, omissions and conduct of any third parties in connection with or related to your use of the Platform.
Any information provided by ShiftingVision and/or our collaborating artists is also provided “as is”. You, and any applicable buyer and/or transactor of the NFTs must do all applicable checks and due diligence prior to buying, transacting, or bidding for any of the NFTs. The presence of any 3rd party links and/or other persons appearing on our website or Platform is on an “as is” basis, and does not constitute any endorsement on any part thereof by ShiftingVision.
You may belong or be within the jurisdiction of a country or a State that limits the use of “as is” to particular legal and/or contractual language. If you fall within such a country, jurisdiction or State, you cannot use our website and our Platform.
ShiftingVision does not promise that the Platform or any content, service or feature provided will be error-free or uninterrupted, or that any defects will be corrected, or that your use of the Platform will provide specific results. ShiftingVision sells on the relevant Platform, and cannot ensure the Platform’s viability, security and/or existence; the NFT may be rendered inaccessible or deleted due to factors out of our control, including but not limited to hacking and external intrusion. This should not incur any liability to either ShiftingVision or any of our collaborating artists. All information provided on the Platform is subject to change without notice. You assume total responsibility for the use of the site and any linked sites.
3. General limitation of liability
Without prejudice to the next Paragraph, the maximum aggregate liability under these Terms, whether in contract or tort or any other applicable law, shall not exceed the sum of the purchased NFT.
No liability will be assumed by ShiftingVision for any consequential, incidental, indirect, punitive/special damages, loss of profits/data, loss of business/goodwill, regardless of the basis, even if advised as to damages.
No liability will be assumed by ShiftingVision and/or our collaborating artists for any intellectual property violation unless an official notice is first given to ShiftingVision in writing, with reasonable time given (14 working days) to allow for the takedown of the alleged infringing material. This written notice must point out the location of the alleged infringing material clearly; and must also be in good faith, be in clear language, and also provide the contact information of the requestor.
Nothing in these Terms shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent that such liability may not be excluded or limited as a matter of law.
4. General indemnity
You shall indemnify and hold harmless ShiftingVision, against any and all damage, loss, claims, liabilities, expenses, demands or proceedings (including without limitation, any expenses, legal fees and disbursements incurred in connection with any dispute, action, suit or proceeding) arising out of or in connection with:
- use and interaction of our website and Platform;
- all acts and omissions by ShiftingVision in the performance of its business and operations; and
- the exercise of ShiftingVision’s rights and obligations under these Terms
All content on the ShiftingVision website, including but not limited to the pictures, videos, audio, artwork, text, graphics, logos and images, remains the exclusive property of and proprietary to ShiftingVision and applicable third parties, including the artists whose works are displayed on the website (the “Artists”), who have granted us the right and/or license to use such and is protected by applicable laws.
Except as expressly provided under international law and copyright, trademark and other intellectual property laws or by the express terms of ShiftingVision, you are not permitted to copy, transmit, publish, reproduce, redistribute, modify, sell, create derivative works or publicly display, perform or distribute or otherwise use the content on the website in any way for public or commercial purposes without prior written authorization from ShiftingVision.
You are hereby granted a limited, non-exclusive, non-transferable and revocable license from ShiftingVision to browse and interact with the website and the Platform. You may use content on the ShiftingVision website (such as pictures, videos, audio, and artwork) purposefully displayed by ShiftingVision for public consumption on the website, provided that you only use generic application software for accessing the World Wide Web to display such content. This usage is to be only for your personal, non-commercial purpose, and on a single device.Do not copy or post such information on any networked computer or broadcast it in any media; make no modifications to such content; and do not make any additional representations or warranties relating to such content.
Any access to and use of the website and its content herein, including the automatic temporary download and caching process of the artistic content on the website, is subject to the same limited, non-exclusive, non-transferable and revocable license from ShiftingVision that is subject to suspension, cancellation, transfer or modification by us at any time.
ShiftingVision NFT Platform T&Cs
The following terms have these meanings
"Art" is defined as any art, design, product design, trademark, logo, animation, video, drawings and/or any other intellectual property or digital content owned by or licensed to ShiftingVision and linked to an NFT that you Own.
"NFT" is defined as a non-fungible, unique and non-interchangeable unit of data stored on a blockchain digital ledger, and associated with its corresponding digital file (e.g. in the form of photos, video and/or audio).
"Own" is defined with respect to an NFT, as an NFT that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recorded on the relevant blockchain.
"Purchased NFT" is defined as an NFT that you Own.
"Third Party IP" is defined as any third-party intellectual property rights including, but not limited to, rights in inventions and discoveries, patents, utility models, rights in designs, trademarks, service marks, trade names, logos, devices, signs, copyrights, associated goodwill, rights in confidential information and know-how subsisting anywhere in the world, whether registered or not.
You acknowledge and agree that ShiftingVision and/or ShiftingVision’s collaborating artists own(s) all legal right, title and interest in and to the Art, and all intellectual property rights therein. ShiftingVision also owns the licensing rights, and/or has rights by license, to the Art and NFTs, in whole and/or in part.
The rights that you have in and to the Art are limited to those expressly stated in Section 8 of these Terms below. ShiftingVision reserves all rights in and to the Art not expressly granted to you in Section 8 of these Terms including, without, limit the right to reproduce, create derivative Art, distribute and display the Art.
8. Terms and licenses
ShiftingVision and/or various collaborating artists create the Art and NFTs in. ShiftingVision then mints the NFTs and offers these minted NFTs for sale or auction on the ShiftingVision NFT Platform. These Terms and Conditions govern any and all sales and interactions with these NFTs, including any future sale of the same. This sale and/or auction will be limited to a number of copies of the original piece of art; the precise number of which will be pre-determined by ShiftingVision at its own discretion.
These NFTs are based on current ERC721 protocol, and future implementation of this protocol may change the NFTs without any liability to ShiftingVision and/or our collaborating artists. Additional future implementation of other protocols may also change and/or affect the NFT’s their scope, their transferability, the URI/media file, royalty and other technical features without any liability to ShiftingVision and/or our collaborating artists.
The website and Platform uses 3rd-party middleware to interact with the Ethereum blockchain and other applicable network(s). ShiftingVision relies on these 3rd parties to perform the requested interactions in the process of business, and hereby releases itself from any liability in relation to any issues or resulting inadequacies with the 3rd-party Application Programming Interface (“API”).
You pledge and guarantee that the source of funds used in the purchase of any and all of our NFTs are wholly legitimate and legal, and not from any illegal sources.
Whenever possible, the location of the highest-grade URI/media file of the original NFT will be stored safely and securely by ShiftingVision, protected by industry-appropriate technical, administrative and physical safeguards. The URI/media file may also be stored on an Interplanetary File System (“IFPS”) server and not by ShiftingVision as and when required at our discretion. Subject to your rightful and lawful purchase or acquisition of the NFT and, with respect to a Purchased NFT, your continued compliance with these Terms, ShiftingVision grants you the privileged access to the URI/media file. This, along with the transactor’s identity, will be preliminarily and securely verified prior, and will be aligned with all applicable data protection and privacy laws and regulations.
Participating in a sale and/or auction on our Platform is only open to entities who have satisfied our anti-money laundering (“AML”) due diligence process. This participation will be in the sole discretion of ShiftingVision. Participation in the sale and/or auction will be denied for any entity that fails to meet our AML suitability screening requirements, which includes but is not limited to verifying your identity and the identity of any broker, agent, or ultimate beneficial owner of the Art and/or NFT, examining identity documents, and to screen against OFAC lists and any other applicable watchlists. We will keep a copy of these checks for our records, and you agree to provide all relevant information and assistance for this process in a reasonable and timely manner. Should you fail to satisfy our AML process at any point of time during the term of this Agreement, we will immediately terminate the Agreement and prevent your participation in any sales and/or auctions on the Platform.
Prior to making a purchase and/or a bid on an NFT on the Platform, you must create a ShiftingVision account and have a digital wallet capable of supporting and accepting an NFT on Ethereum. You agree that your purchase prices and/or bids entered on the Platform, regardless of how they are placed, will be final; and you acknowledge that after the sale and/or auction, you will not be permitted to amend or retract your purchase prices and/or bids entered. Should your purchase and/or bid be successful, you irrevocably agree to pay the full purchase price and/or bid price and any applicable expenses. ShiftingVision is not responsible for any errors that you make in purchasing and/or bidding for an NFT on the Platform. All purchases and/or bids of NFTs on the Platform are non-refundable. You are also responsible for all applicable tax including any VAT, sales, or compensating use tax or equivalent tax wherever such taxes may arise. ShiftingVision is not responsible for determining the taxes that may apply to your transaction.
The delivery of the Purchased NFT is conditional on your payment and ShiftingVision’s receipt of the purchase and/or bid price; and you providing a compatible network digital wallet address, that supports storage of or is compatible with the Purchased NFT, to ShiftingVision into which your NFT will be delivered. Otherwise, ShiftingVision may terminate this Agreement and any underling transaction. We will follow a security protocol to ensure that the Purchased NFT is safely received by you, and we will transfer the Purchased NFT to the digital wallet address as specified by you. We are not responsible for confirming that you have supplied us with a correct or valid address, and we are not responsible if the transfer of the Purchased NFT to your wallet fails unless such failure is the result of us sending the Purchased NFT to a wallet address other than the one provided by you. This delivery of the Purchased NFT will be recorded on the blockchain as evidenced execution, and risk in the Purchased NFT will transfer to you immediately upon the Purchased NFT being transferred to your digital wallet.
Further, subject to your rightful and lawful purchase or acquisition of the NFT and, with respect to a Purchased NFT, your continued compliance with these Terms, ShiftingVision also grants you a worldwide, non-exclusive, revocable, royalty-free license, with no right to sub-license, to display the Art for your Purchased NFTs, solely for the following purposes:
- for your own personal, non-commercial use (for example home display, display in a virtual gallery or as an avatar);
- as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or
- as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application.
The license to display the Art for the purchased NFT is automatically and always transferred with the NFT as provided in Section 10. Otherwise the license to display the Art for the purchased NFT is non-transferable.
Future collaborative / programmable / layered/generative NFTs that ShiftingVision will make available from time to time will also be subject to these Terms and Conditions, and other miscellaneous terms and conditions that we will expressly stipulate.
9. Future sale of art and NFTs
Notwithstanding the sale and licensing of the NFTs on the platform, ShiftingVision and its collaborating artists retain all rights to participate in royalties through the future sales of the Purchased NFTs. Each NFT originally on sale or auction on the ShiftingVision platform might carry with it, if applicable, an option for royalties depending on the piece of art being sold, ranging from 0% to 10%, to be determined at ShiftingVision and the collaborating artists’ discretion. If there are royalties attached to the specific NFT in question, it will be clearly and explicitly stated on the auction page of that NFT, including the precise percentages democratized to each participating entity.
Given ShiftingVision’s position as the primary creator of these NFTs, ShiftingVision, and if applicable, its collaborating artists, will be democratizing and participating in the prescribed percentage of the sale price each time the Purchased NFT is subsequently sold on a marketplace.
If there are specified NFT royalties attached to a sale and/or auction on the Platform, ShiftingVision and if applicable, its collaborating artists, will automatically participate and reap the corresponding percentages as indicated in these royalties whenever a subsequent secondary sale is made on the NFT. These are perpetual; and will be clearly written into, and executed by, smart contracts automatically. These smart contracts are based on and in line with leading industry NFT marketplaces such as ZORA or another marketplace, at the discretion of ShiftingVision; and will be performed and delivered by expert blockchain security services Quantchain, or another expert at the discretion of ShiftingVision or its third-party provider.
ShiftingVision reserves any and all right to sell, transfer, and/or assign any percentage of royalty rights owned to any party at its own discretion.
You have the limited right to transfer the Purchased NFT, provided that:
- any such transfer shall be in accordance with applicable laws and regulations, including but not limited to restrictions under trade regulations;
- the transferor is to transfer or resell the Purchased NFT only with the marketplace selected by ShiftingVision, or other platforms and/or services that comply with the same smart contract obligations applicable to the Purchased NFT and which would not be in contradiction to any of these Terms and Conditions;
- the transferor is expressly disallowed from selling the Purchased NFT off-book and/or selling the Purchased NFT non-officially off the blockchain Ethereum network;
- the transferee accepts all the Terms and the transferee shall, by purchasing, accepting, accessing or otherwise using the Art, be deemed to accept all the Terms, including the terms governing future sale under the above Section 9;
- you provide notice to the transferee of the Terms including a link or other method by which the Terms can be accessed by the transferee;
- you have not breached the Terms before the transfer; and
- your license to the Purchased NFT has not been terminated before the transfer.
All rights granted to the Purchased NFT are revoked in the event of any breach of these prescribed Terms and Conditions.
You agree that you may not, nor permit any third party to do or attempt to do any of the following without ShiftingVision’s express prior written consent in each case:
- modify, distort or perform any other change to the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes;
- fractionalize the Purchased NFT, or sell the Purchased NFT to any person or entity whom the transferor/seller has knowledge that, or a reasonable suspicion of, the receiving person or entity would likely fractionalize the Purchased NFT;
- carry out any act or omission that results in the entire Purchased NFT token as minted by ShiftingVision being not made whole;
- pool the Purchased NFT or parts thereof with other NFTs, including creating NFT collages or other combinations of whole or fractionalized NFTs or their associated media files;
- use the Art for your Purchased NFT to create new NFTs or other digital assets accounted for on a blockchain or any other digital ledger;
- use the Art for your Purchased NFTs as a brand or trademark or to advertise, market, or sell any third party product or service;
- sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs;
- use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use;
- use any of the names, identities, or identifiers of any of the collaborating artists (if applicable), except in the event of noting their contribution and to a reasonable form and size;
- create derivative works of the Art for your Purchased NFT;
- attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs;
- use the Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others or promote illegal activities;
- use the Art for your Purchased NFTs in connection with defamatory or dishonest statements about ShiftingVision and/or its affiliated companies or which otherwise damage the goodwill, value or reputation of ShiftingVision or represent or imply that your exercise of the licence in Section 3 is endorsed by ShiftingVision and/or its affiliated companies; or
- otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit.
To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property), you understand and agree that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; that, depending on the nature of the license granted from the owner of the Third Party IP, ShiftingVision may need to pass through additional restrictions on your ability to use the Art; and to the extent that ShiftingVision informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of these Terms.
12. Limitations and no right to trademarks
Without limitation to Section 11 above, the licence in Section 8 does not include: (a) the right to use the Art to create additional NFTs; (b) the right to create derivative works of the Art; (c) the right to, and you may not, use any ShiftingVision trademarks in connection with the exercise of your licence in Section 8. No ShiftingVision trademarks are licensed to you. You may not use or attempt to register any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to ShiftingVision trademarks. The limitations in specific sections will survive the expiration or terminations of licenses granted in other sections.
13. Termination and consequences of
The license granted in Section 8 above applies only to the extent that you rightfully and lawfully purchased or acquired the NFT and, with respect to a Purchased NFT, you continue to Own the applicable Purchased NFT.
If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 3 to you will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs.
The license granted in Section 8 will also automatically terminate, with all rights returning to ShiftingVision if: (a) you breach any of the Terms which shall include, without limit, transferring, selling, donating or otherwise disposing of the Purchased NFT in a way not allowed specifically under the Terms; (b) you engage in any unlawful business practice related to the Purchased NFT or (c) if other circumstances occur which would make it unreasonable for the party to remain bound to the agreement until the next regular effective date of termination.
In case you did not rightfully and lawfully purchase or acquire the NFT or upon any termination of the license granted in Section 8, ShiftingVision may disable your access to the Art and/or deny access to any further benefits, services or goods associated with the NFT and you shall delete, remove or otherwise destroy any backup or single digital copy of the Art.
These terms and obligations under Section 13 transfer wholly to the buyer and/or transferee in the event of a transfer (including a sale and/or a trade) of the Purchased NFT, provided that the transferee has accepted the Terms and Conditions.
14. Limitation of liability
ShiftingVision’s obligation to pay damages shall be limited as follows: for damages caused by a breach of a material contractual obligation, ShiftingVision shall only be liable up to the amount of the typically foreseeable damages at the time of entering into these Terms. ShiftingVision shall not be liable for damages caused by a breach of a non-material contractual obligation – where a material contractual obligation is any obligation on the performance of which you can routinely rely, and which in particular facilitates the due implementation of the contract that we have entered into. ShiftingVision is also not liable for any damages resulting from any problems with the sale and/or auction platform. Any liability incurred by ShiftingVision will be limited in any and all events to sums retained by ShiftingVision in relation to the NFT in question. The slimitation of liability as set out above shall not apply to (a) damages caused by ShiftingVision intentionally or by gross negligence, (b) culpably caused personal injuries, (c) any product liability, and/or (d) in case of any (other) mandatory liability. Furthermore, the limitation of liability above shall not apply if and to the extent ShiftingVision has assumed a guarantee. You shall take all reasonable measures necessary to avert and reduce damages.
ShiftingVision shall not be liable for any indirect or consequential loss or damage suffered by you or any user (or any person claiming under or through you or any user), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence), or otherwise howsoever, which fall within any of the following categories: special damage (even though ShiftingVision was aware of the circumstances in which such special damage could arise); loss of profits; loss of anticipated savings; loss of business opportunity; loss of goodwill; or loss of or damage to data. These shall apply to the fullest extent permissible at law but ShiftingVision does not exclude liability for: death or personal injury caused by the negligence of ShiftingVision, its officers, employees, contractors or agents; fraud or fraudulent misrepresentation; or any other liability which cannot be excluded by law.
The total aggregate liability of ShiftingVision, whether in contract, tort (including negligence) or otherwise, and whether in connection with these Terms or any collateral contract, shall in no circumstances exceed a sum equal to the NFT actually purchased by the you during the 12-month period immediately prior to the first event which gave rise to your right to bring a claim against ShiftingVision.
You agree that, in entering into any agreement with ShiftingVision, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) ShiftingVision shall have no liability otherwise than pursuant to the express writings in these Terms.
ShiftingVision shall not be liable for any loss or damage of whatsoever nature suffered by you arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of yourself or arising from any cause beyond ShiftingVision’s reasonable control.
You accept that ShiftingVision is in no way liable for any virus or other contaminants which enter your email system or computer network via email or for any loss, damage, interruption to any service, or any outage or interruption in the provision of services of our website or Platform caused by any failure of your equipment and/or devices.
ShiftingVision shall not be liable for any interruption to our provided service of the website and the Platform arising directly or indirectly from: interruptions to the flow of data or from the Internet; your inability or failure to use our services correctly; any 3rd party’s use of our services; changes to software, services provided, or pricing; changes, updates, or repairs to our networks or our software subject to ShiftingVision striving to minimise any interruption or outage that may be caused; the effects of the failure or interruption of services provided by any 3rd party; any of your actions or omissions (including, without limitation, breach of your obligations as set out in these Terms) or any 3rd parties; problems with your own equipment and/or devices; or interruptions to the services requested by yourself.
You agree that you are in a better position to foresee and evaluate any loss you may suffer in connection with these Terms. In no event shall ShiftingVision be liable to you for any claims or costs sustained by you in relation to any non-paid usage or interaction with our website or Platform for any form of loss or damage sustained by yourself or any 3rd parties.
15. Voluntary assumption of risk
You agree as follows:
- To the extent that there is a price or market for a blockchain asset, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as Purchased NFTs, and there is no guarantee Purchased NFTs will have or retain any value;
- there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital "wallet", and ShiftingVision will not be responsible for any of these, however caused;
- the risk that certain types of NFTs may be classed as “securities” under relevant laws and regulations, that NFTs have not been reviewed or approved by any regulatory authority, that NFTs are not legal tender and are not backed by any government;
- ShiftingVision does not make any promises or guarantees about the availability of the Art on the Internet or that they will host the Art at any specific location and/or for any specific period of time;
- upgrades to the Ethereum platform, a hard fork in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Purchased NFTs;
- the NFTs are made available solely for artistic and entertainment purposes.
- ShiftingVision is not responsible for any transaction between you and a third party (e.g., your purchase of a Purchased NFT from a third party on the so-called "secondary market") or for any consequences of such transaction (e.g. any costs or taxes being due with respect to such transaction), and that ShiftingVision shall have no liability in connection with any such transaction or its consequences.
16. Governing law and dispute resolution
The entire of these Terms will be governed solely by English law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; (c) any conflict of law provisions; or (d) other international laws.
Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the WIPO Mediation Rules. The place of mediation shall be London, UK. The language to be used in the mediation shall be English.
If, and to the extent that, any such dispute, controversy or claim has not been settled pursuant to the mediation within 60 days of the commencement of the mediation, it shall, upon the filing of a Request for Arbitration by either party, be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. Alternatively, if, before the expiration of the said period of 60 days, either party fails to participate or to continue to participate in the mediation, the dispute, controversy or claim shall, upon the filing of a Request for Arbitration by the other party, be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.