Effective Date: March 1, 2023

Fraction Motors, LLC (“Fraction Motors,” “we,” “us,” “our”) is a Delaware corporation and our registered office is located at 611 South Dupont Hwy, Suite 102, Dover, DE 19901. “You,” “your” and “user” refer to users of the Platform and Services, including both purchasers (“Purchasers”) and sellers (“Sellers”) of Tokens on the Platform. You can contact us at support@fractionmotors.com.

We provide a platform at https://fractionmotors.com (“Platform”) through which Sellers can offer and Purchasers can purchase tokens (“Tokens”) reflecting certain rights to artwork and other forms of collectibles (“Collectibles”) by means of a smart-contract enabled token. By using, accessing, or making a transaction on the Platform, you acknowledge that you have read and agreed to these Terms of Service (“Terms”). You do not receive title to the Collectible or any right to possess or use the Collectible, or any right to any Intellectual Property Rights in the Collectible. If you do not agree to these Terms, do not access or use the Platform or Services. In addition, our Privacy Policy, Cookies Policy and all additional terms, guidelines, and rules set forth on the Platform are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by you. These Terms create a binding agreement that governs your access to, and use of, the Platform, and any content, tools, features, and functionality offered through the Platform (collectively, the “Services”).

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT ALL CLAIMS, DISPUTES, OR OTHER CONFLICTS (“DISPUTES”) YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION; AND FURTHER: (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS; AND (C) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. FOR FURTHER INFORMATION, INCLUDING INFORMATION REGARDING YOUR RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE DISPUTES, SEE “DISPUTE RESOLUTION” BELOW.

We reserve the right, in our sole discretion, to change or modify all portions of these Terms at any time. If we do this, we will post the changes on this page and indicate at the top of this page the date these terms were last revised. If you have an Account, we may also notify you in your Account, or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that those changes addressing new functions of the Services will be effective immediately. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms.

In some countries, and for certain people or entities, there may be restrictions on the distribution of Tokens under applicable export control and sanctions laws and regulations, or restrictions on the use of the Services, and therefore the use of the Services may be limited or restricted. See the section entitled “Certain Restrictions” below for details.

We may publish from time-to-time additional terms and conditions relating to use of the Services and Platform (“Additional Terms”). Such Additional Terms are in addition and subject to these Terms, unless otherwise stated. In addition, Sellers are required to enter into a separate listing agreement (“Listing Agreement”) relating to their offering of Tokens in Collectibles on the Fraction Motors Platform. In the event of any conflict between these Terms and the Listing Agreement, with respect to us and the Seller only, the Listing Agreement shall prevail.

The Platform is a website that enables the purchase and collection of blockchain-tracked tokens (“Tokens”) that reflects certain rights and benefits (“Purchaser Rights”) relating to a Collectible subject to the terms (“Seller Terms”) specified by the seller of the Token (“Seller”), provided that you comply with these Terms and the Seller Terms. Each Token will be generated through smart contracts and recorded on the Solana blockchain (the “Fraction Motors Network”).

The Tokens are created on the Fraction Motors Network through the use of a smart contract (“Smart Contract”) on the Solana blockchain. The Token is a digital cryptographic record stored that is associated with a particular Collectible. The Solana blockchain provides a ledger of all transactions that occur on the Fraction Motors Network. The Tokens and the Purchaser Rights they reflect are subject to many risks and uncertainties, certain of which are described in more detail in these Terms.

To be eligible to use and conduct transactions on the Services, including the purchase and sale of Tokens, you must be at least 18 years old, have the legal capacity to enter contracts, and not be barred from using the Services or having an Account under Export Control and Sanctions Law (as defined below), and not be barred from purchasing or selling Tokens in your jurisdiction of residence or domicile.

The Purchaser Rights reflected by a Tokens include a contractual right to receive certain benefits and rights relating to the Collectible, including a portion of any Sale Proceeds and Insurance Proceeds for the applicable Collectible, and may also include certain other digital assets and benefits relating to the Collectible that may be offered by the Seller. Each Token will reflect a certain percentage right to Sales Proceeds and Insurance Proceeds as determined by the Seller and specified on the Platform.

A Token does not give you title or any right to use or possess the Collectible or any right of control over the Collectible, or any Intellectual Property Rights, which rights remain with the Seller. “Sale Proceeds” means any amounts received by the Seller net of taxes, commissions and other costs incurred by the Seller from the sale of a Collectible to a third party.

Purchasers are required to ensure that they meet the eligibility requirements for purchasing Tokens on the Fraction Motors Platform, that they will not make any misrepresentations or false or misleading statements regarding any resale of the Tokens and that they will comply with all applicable laws in any resale of the Tokens. Purchasers are required to ensure that they have sufficient USDC in their User Wallet to cover the cost of the Token and any applicable Transaction Fees or taxes.

The Seller specifies the Seller Terms, which indicate the details regarding the Collectible itself, the percentage right to Sales Proceeds that a Token represents in the Collectible, any digital assets to be provided relating to the Collectibles, any other benefits associated with the Token, the location where the Collectible will be stored and maintained, the appraised value of the Collectible, the Seller’s responsibilities relating to the Collectible, the insurance coverage for the Collectible, the number of Tokens available for purchase and the Percentage Distribution reflected by Tokens issued, and the disposition of Sale Proceeds. “Percentage Distribution” means the total percentage ownership of the Collectible in the form of Purchaser Rights to Sales Proceeds and Insurance Proceeds in Tokens offered and sold through the Platform.

Sellers are responsible for ensuring that their sale of Tokens complies with all applicable laws, conducting an independent appraisal of the Collectible on an annual basis and maintaining insurance coverage for the Collectibles in an amount not less than the appraised value as set forth herein and in the Listing Agreement. Fraction Motors does not warrant or guarantee the appraised value of any Collectible or that the actual value of any Token will reflect any appraised value.

All purchases of a Token in a Collectible are a transaction between the Purchaser and the Seller. Fraction Motors is not a party to such transaction or the Seller Terms and has no responsibility or obligation to perform or fulfill any Smart Contract or Seller Terms, or resolve disputes or claims between you and other users or the Purchaser and Seller relating to the Seller Terms, the Tokens or the Collectibles, except that it has the right (but not the obligation) to enforce certain Seller Obligations as set forth in the section entitled Enforcement of Seller Obligations.

In the event of any sale of a Collectible by a Seller, the Sales Proceeds will be distributed to the then owners of the Tokens in accordance with the percentage ownership reflected by the Tokens they own in their User Wallet. The Token holders will receive USDC tokens into their wallet once Fraction Motors receives the USDC tokens from the Seller. You are solely responsible for reporting and paying for any and all income, transfer and other taxes imposed or incurred in connection with the distribution of Sales Proceeds to you.

We require Sellers to obtain and maintain insurance policies for Collectibles as specified in the Seller Terms. In the event of any claim relating to said insurance policies, Fraction Motors shall have the right, but not the obligation, to coordinate and obtain the Insurance Proceeds for distribution to purchasers of the Tokens in accordance with their Tokens. “Insurance Proceeds” means any amounts payable to Seller under any insurance policy relating to any loss of, damage to, or other injury in respect of, a Collectible. While we use good faith efforts to require Sellers to comply with these obligations, we have no responsibility or liability to you for any failure of a Seller to obtain or maintain insurance policies or the adequacy of any insurance policies that are obtained, or for the failure to any insurance company to pay Insurance Proceeds in connection with a Collectible.

Sellers shall retain legal title of the Collectibles until it has sold Tokens reflecting 80% or more of the total ownership of the Collectible. After sale of 80% of the Tokens, we reserve the right to retain ownership either directly or through a third-party entity we establish for the benefit of the Token holders (“Transferee Entity”). The transfer of ownership to the Transferee Entity shall not constitute a sale of the Collectibles triggering the distribution of Sales Proceeds. However, the Transferee Entity will continue to maintain insurance coverage for the Collectible and be responsible for the any distribution of Sales Proceeds from any sale of the Collectible by the Transferee Entity.

In addition, after a Seller has sold Tokens reflecting 80% of the ownership of the Collectible, we reserve the right to require any Seller to arrange for the Collectible to be displayed and stored in a publicly accessible museum before they can sell the remaining 20% of such Tokens.

We reserve the right, but do not assume, the obligation to enforce the Seller’s obligations relating to the Collectibles and Seller Terms (“Seller Obligations”). However, to facilitate such enforcement, you hereby authorize Fraction Motors to act on your behalf, in Fraction Motors’s sole discretion, to conduct inspections of the Collectibles, make claims, collect and distribute Insurance Proceeds relating to the Collectibles, and file legal actions and record security interests to enforce the Seller Obligations, including collecting and distributing Sales Proceeds and Insurance Proceeds. You authorize Fraction Motors to name you as a party in any legal proceeding filed by Fraction Motors to enforce the Seller Obligations. You appoint Fraction Motors as your true and lawful attorney-in-fact, who may act for you and in your name, place and stead, and for its use and benefit, to sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by Fraction Motors to carry out fully this provision and these Terms, which power of attorney is coupled with an interest and shall survive your death, dissolution or legal incapacity.

We are not an investment advisor or broker and do not provide any financial or investment advice regarding any transaction relating to Tokens, Collectibles or on the Platform. You should be aware that such transactions are risky and that your Tokens or the Collectible to which they relate may lose some or all of their value. We do not guarantee any financial return on your Token(s).

Tokens will be offered by third-party Sellers pursuant to Seller Terms. To sell or purchase a Token in a Collectible, you must have a wallet on the Solana blockchain (“User Wallet”) with a wallet provider approved for use on the Services. You are responsible for all activities and transactions involving your User Wallet, whether authorized by you or not. Seller is solely responsible for keeping the wallet secure. Fraction Motors is not liable for any acts or omissions by Seller in connection with Seller’s wallet or as a result of your wallet being compromised. You are responsible for maintaining as confidential your recovery phrase and other credentials for accessing and using your User Wallet to sell and purchase Tokens on the Platform.

Purchasers may purchase Tokens at the price listed on the Platform (“Purchase Price”) in the form of USDC tokens at the time they initiate the transaction. Purchasers shall pay the Purchase Price using Solana stablecoin based on the United States Dollar that is a native cryptocurrency on the Solana blockchain (“USDC”) or such other form of payment as we may be specific from time to time (collectively, the “Designated Currency”). Fraction Motors shall have no liability of any kind with respect to any incorrect payments or non-payments arising from any Seller’s or Purchaser’s provision of incorrect wallet information. Sellers and Purchaser acknowledge that (a) Fraction Motors does not in any way control the value of the Designated Currency, (b) the Designated Currency may not be exchangeable to USD or any other fiat currency and (c) the exchange rates for the Designated Currency may be volatile.

Both Sellers and Purchasers will be required to pay certain transaction fees, including gas fees, and fees we may charge, to conduct transactions on the Platform and Solana blockchain, including to mint their Tokens or write them to the Solana blockchain. Fraction Motors may partner with third party payment processors, payment services providers and compliance services providers to manage transactions on the Services and Platform. Such third-party services providers may charge certain transaction fees. During the transaction completion process, if fees are charged by such third parties to complete your transaction, or gas fees are charged due to a transaction, the amount of your transaction price that will be allocated towards fees will be automatically deducted from the total transaction price and identified, for example as “Fees” and “Transaction Fees,” prior to the completion of your transaction. As a result, the amount of that you are transacting with will be equal to the amount of the total transaction price after deduction of such fees.

You agree that you will provide us with all the information that we reasonably request, and that if you register with a third-party services provider designated by us, you will provide all information required by such third-party services provider in order to process payments. It is your responsibility to ensure that all information provided to us and to any third-party services provider is accurate, true and complete. In addition, you agree that your account with any third-party services provider is subject to all terms, conditions, and privacy policies of such provider. You agree that you are solely responsible for payment of the fees, costs, and expenses of a third-party services provider in connection with your transaction that may be incurred by you and, in some cases, deducted from your payments. We are not responsible for any delay, failure, damage, or liability caused by a third-party services provider, any other third party, a force majeure, or your failure to timely or properly provide us with requested information, or, with respect to third party services provider, your failure to timely or properly set up an account with the payment services provider or otherwise provide requested information for completion of a transaction.

If Fraction Motors believes that fraud or attempted fraud, circumvention of any of these Terms or the Fraction Motors Privacy Policy, or any violation of law or regulation is taking place with respect to any payment or transaction, we may take action to withhold, delay, or cancel the transaction, or seek repayment of payments associated with such fraud or violations, in our sole discretion. In such cases, we may also suspend or terminate a User’s access and use of the Platform.

We offer a marketplace feature via the Services whereby you may purchase Tokens from Sellers and sell Tokens you have purchased to other users (the “Fraction Motors Marketplace”). The Fraction Motors Marketplace is an exchange that only shows the order book of Fraction Motors Tokens. The Tokens listed on the Fraction Motors Marketplace are verified that each Token listed on the Fraction Motors Marketplace is owned by the holder listing the applicable Token on the Fraction Motors Marketplace. The Fraction Motors Marketplace will facilitate transactions between buyers and sellers of Tokens, but we are not a party to any agreement between buyers and sellers of Tokens and all transactions are effectuated on a public blockchain. We are not a broker, financial institution, or creditor. Any secondary transfer of Tokens and corresponding Tokens on the Fraction Motors Marketplace are subject to the Secondary Transfer Fees described below. We reserve the right to be the final decision-maker on any disputes arising from purchases and sales of Tokens via the Services, but have no obligation to intervene in such disputes.

As for selling or otherwise transferring the Token when permitted pursuant to these Terms you shall have the limited right to transfer the Token including the corresponding Tokens subject to the following, all of which shall remain in full force and effect regardless of whether transfer of the Token takes place on the Fraction Motors Marketplace: (i) the transferee must accept all of these Terms (including if applicable the User License set forth below) and the Seller Terms; (ii) prior to the transfer, you shall not have breached these Terms or the Seller Terms or had your use or access to the Platform terminated; and (iii) we shall be entitled to receive in the aggregate, ten percent (10%) of the gross amounts paid by the transferee (and each subsequent transferee) for the Token (the “Secondary Transfer Fee”), in perpetuity, as provided in the Terms, and you shall comply with all applicable transfer procedures in place and otherwise fully cooperate with Fraction Motors to ensure that Fraction Motors receives the Secondary Transfer Fee (including through direct remittance, if applicable).

Unless otherwise required by law or permitted by these Terms, the value you paid to purchase Tokens through the Services is final and non-refundable and may not be redeemed. YOU ACKNOWLEDGE AND AGREE THAT ONCE PURCHASED, THERE ARE NO REFUNDS ON ANY TOKEN SALES OR PURCHASES. ALL COMPLETED TRANSACTIONS ARE FINAL.

You are responsible for the payment of any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, including sales and use taxes (“Taxes”) and associated with your use of the Services (including any Taxes that may become payable as the result of your ownership or sale, purchase or subsequent Transfer of any Tokens), including any Taxes payable in connection with secondary transactions on the Fraction Motors Marketplace or any permitted third-party marketplace or otherwise.

Availability of and Modifications to the Services.Although we will attempt to provide continuous availability of the Services, we do not guarantee that the Services will always be available or be accessible at any particular time. We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Fraction Motors will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

Certain features of the Services may be offered while still in test or “beta” form (“Beta Features”). We will utilize best efforts to identify the Beta Features by labeling them as such on the Services. By accepting these Terms or using the Beta Features, you understand and acknowledge that the Beta Features are being provided as a “Beta” version and made available on an “As-Is” or “As-Available” basis. The Beta Features may contain bugs, errors, and other technological issues. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA FEATURES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, OR DATA YOU SUFFER. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Features.

Your Rights. You may purchase or receive a Token reflecting Purchaser Rights in a Collectible (provided that such purchase complies with these Terms), but you do not and will not own the Intellectual Property Rights associated with such Collectible or any digital assets that might be provided. If you Transfer your Tokens for any reason, any and all rights granted to you under these Terms and the Seller Terms, including certain Fraction Motors Rights (as defined below) automatically and immediately terminate and such license and rights shall transfer to the new owner of the Token, and you will have no further rights in the Token or proceeds from the Collectible that has been transferred; provided that, for the avoidance of doubt, you shall still be able to use and access the Services following a Transfer of all of Tokens or Tokens if you are otherwise in compliance with these Terms and the Seller Terms.

As used herein, “own” (and any variations thereof, including “owns,” “owned,” “owner,” or “ownership”) means with respect to a Collectible, ownership of a Token in the Collectible and associated Purchaser Rights, that a person has rightfully and lawfully purchased or acquired from a legitimate source in accordance with these Terms, where proof of purchase or acquisition was recorded on the applicable blockchain and ownership of the Token can be proven. You do not receive title to the Collectible or any right to possess or use the Collectible, or any right to any Intellectual Property Rights in the Collectible. You shall not reproduce or create any work, merchandise or derivative work based on the Collectible.

If the Token includes a digital asset such as an NFT reflecting digital artwork (“Digital Media”), you do not own any Intellectual Property Rights in the underlying Digital Media. You shall not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, display, modify, create derivative works of, or commercialize or exploit the Digital Media, in whole or in part, in any way. You shall not apply for, register, or otherwise use or attempt to use the Digital Media, in whole or in part, as a trademark, service mark, or any confusingly similar mark, anywhere in the world. Subject to your continued compliance with these Terms, you are granted a personal non-exclusive, non-sublicensable license (“User License”) to view and display the Digital Media associated with the Collectible solely for the following purposes: (a) for your own personal, non-commercial use; and (b) as part of a marketplace that permits the display, purchase, and sale or other transfer of Tokens, provided the marketplace has mechanisms in place to (i) verify the owners’ rights to display and sell their token and (ii) ensure that each subsequent purchaser or transferee of a Token with associated Digital Media acquires the Token subject to all of these Terms. Your User License will be automatically terminated if you violate these Terms.

You agree that, with respect to any Token that you purchased and properly obtained in accordance with these Terms, you may not, nor permit any third party to do or attempt to do, any of the foregoing: (a) modify, distort, mutilate, or perform any other modification to the related Digital Media; (b) use the related Digital Media to advertise, market, or sell any third-party product or service; (c) use the related Digital Media 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; (d) incorporate the related Digital Media in movies, videos, video games, or any other forms of media for a commercial purpose; (e) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of representations of the related Digital Media; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the related Digital Media; or (g) attempt to mint, tokenize, or create an additional cryptographic token representing or associated with the related Digital Media, whether on or off of the Fraction Motors Network.

WE HAVE NO RESPONSIBILITY FOR MAINTAINING AND DO NOT GUARANTEE ANY ACCESS TO DIGITAL MEDIA.

You irrevocably release, acquit, and forever discharge Fraction Motors and its respective subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for your use in accordance with these Terms of any Token or Digital Media.

“Intellectual Property Rights” means any copyright, trademark, patent, trade secret or any other proprietary or intellectual property right, or any applications to register or sue for infringement of the same that exist in any jurisdiction of the world.

You acknowledge and agree that the Services contain content or features (“Fraction Motors Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Any use of the Services or the Fraction Motors Content by you other than as specifically authorized herein is strictly prohibited. The technology and software that comprise the Services and distributed in connection therewith (the “Software”) are the property of Fraction Motors, its affiliates, and partners. Any rights not expressly granted herein are reserved by Fraction Motors.

Fraction Motors and its associated logos are trademarks or service marks of Fraction Motors (collectively the “Fraction Motors Trademarks”), nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Fraction Motors Trademarks displayed on the Services without prior written permission in each instance. All goodwill generated from the use of the Fraction Motors’ Trademarks will inure to the exclusive benefit of the respective owner.

The Services may include or link to information, content, and material from third parties, including Sellers (“Third-Party Materials”). Under no circumstances will Fraction Motors be liable in any way for any Third-Party Materials; including, but not limited to any errors or omissions therein, any loss or damage of any kind you or any third party incurs as a result of the use of any Third-Party Materials, or any damages that you may suffer as a result of your activity on the Fraction Motors or your Account using any Third-Party Materials or any other interaction with such Third-Party Materials. You acknowledge that we do not pre-screen or evaluate the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of Third-Party Materials or websites, but that we and our designees will have the right (but not the obligation) in our sole discretion to refuse or remove any Third-Party Materials available via the Services. Without limiting the foregoing, we and our designees will have the right to remove any Third-Party Materials that violates these Terms, is deemed by us, in our sole discretion to be otherwise objectionable, or for any other reason whatsoever.

The Services may provide, or third parties may provide, links or other access to other sites and resources on the Internet, which may include Third-Party Marketplaces (“Third-Party Websites”). We have no control over such Third-Party Websites and are not responsible for and do not endorse such sites and resources. You further acknowledge and agree that Fraction Motors will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with use of or reliance on any content, events, goods, or services available on or through any Third-Party Website. Any dealings you have with third parties you encounter while using the Services or any Third-Party Website are between you and the third party, and you agree that Fraction Motors is not liable for any loss or claim that you may have against any such third party. In addition, the manner in which Third-Party Websites use, store, and disclose your information is governed solely by the privacy policies of such third parties, and Fraction Motors shall have no liability or responsibility for the privacy practices or other actions of any Third-Party Website with whom you interact while using the Services.

In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“User Content”). By posting, uploading, or submitting your User Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for your User Content. You agree that your User Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. By posting, uploading, or submitting any User Content you hereby grant us and our respective affiliates a non-exclusive, worldwide, royalty free, fully paid up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Services; or the promotion, advertising, or marketing thereof in any form, medium, or technology now known or later developed. You agree that these rights and licenses include a right for us to make your User Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing the functionality of the Services. As part of the foregoing license grant you agree that the other users may have the right to comment on and/or tag your User Content and/or to use, publish, display, modify, or include a copy of your User Content as part of their own use of the Services; except that the foregoing shall not apply to any of your User Content that you post privately for non-public display on the Services.

Any questions, comments, suggestions, ideas, feedback, or other information about the Services (“Submissions”), provided by you to Fraction Motors are non-confidential and Fraction Motors will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

We may preserve content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of our users, vendors, partners, and the public. You understand that the technical processing and transmission of the Services, including User Content, may involve: (i) transmissions over various computer networks and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Services and/or terminate the memberships of any user who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

Privacy Matters. Our Privacy Policy is a part of these Terms. Please review the Privacy Policy that also governs the Fraction Motors and informs you of our data collection practices. By using the Fraction Motors, you consent to our collection and use of your personal data as outlined in the Privacy Policy.

Indemnity and Release. You agree to release, indemnify, and hold Fraction Motors and each of its respective parent, subsidiary and affiliates, officers, employees, directors, vendors, partners and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Services, the Seller Terms, any transfers, any User Content, your violation of these Terms, or your violation of any rights of another or violation of any applicable law or regulation. If you are a California resident, you expressly waive California Civil Code Section 1542, which says:

“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.”

If you are a resident of another jurisdiction, you waive any comparable statute or doctrine to the fullest extent permitted by law in that jurisdiction. This indemnity and release obligation survives the termination or expiration of these Terms.

The Services and activity on the Platform and Fraction Motors Network, including but not limited to purchase, receipt or transfer of Tokens and corresponding Tokens, as well as secondary market sales (including on the Marketplaces), listings, offers, bids, acceptances, Beta Features, and other operations with respect to Tokens, if applicable in the future, utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus mechanisms, and decentralized or peer-to-peer networks and systems. You acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Fraction Motors Network (i.e., “forks”), which can adversely affect the Smart Contracts and may expose you to a risk of total loss, forfeiture of your Tokens or Tokens, or, in the future, if activated, lost opportunities to buy or sell Tokens or Tokens.

We further make no representations and warranties, express or implied, regarding the Tokens or the Collectibles. We do not guarantee the accuracy of any description of the Collectibles on the Platform, the genuineness of the Collectible, the value of the Collectible or that the Collectible and the value of your Token will increase in value. You understand and assume all risks relating to the Tokens and Collectibles including that they may be lost, damaged, stolen or decrease in value.

YOUR USE OF THE SERVICES AND PURCHASE OF TOKENS IS AT YOUR SOLE RISK. THE SERVICES, PLATFORM, TOKENS AND COLLECTIBLES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT (A) THE SERVICES AND PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES AND PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR PLATFORM WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, THIRD-PARTY MATERIALS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. THESE DISCLAIMERS SHALL EACH SURVIVE TERMINATION OR EXPIRATION OF THESE TERMS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT FRACTION MOTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS; INCLUDING BUT NOT LIMITED TO ANY DAMAGE OR LOSS IN VALUE OF ANY TOKEN OR COLLECTIBLE, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM THE LOSS OF ANY TOKENS, COLLECTIBLES, GOODS, DATA, THIRD-PARTY MATERIALS, OR INFORMATION, PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (C) ANY LOSS IN VALUE OF ANY TOKEN OR COLLECTIBLE OR INABILITY TO TRANSFER ANY TOKEN; (D) UNAUTHORIZED ACCESS TO, OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM OR SERVICES; OR (F) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID US IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

IF YOU ARE AN USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE TERMS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

THIS LIMITATION OF LIABILITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS.

Your Account, your access to and use of the Services (or any part thereof), your ownership of any Token (collectively, your “Fraction Motors Rights”) each shall automatically and immediately terminate if you breach any of the terms of these Terms. You agree that we, in our sole discretion, may suspend, discontinue, or terminate your Fraction Motors Rights (or any part thereof), and/or remove and discard any content within the Services, for any reason; including, without limitation for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your Fraction Motors Rights (or any part thereof) may be referred to appropriate law enforcement authorities, and we have full rights to cooperate with government authorities and law enforcement, including by disclosing your identity or other information provided in connection with your use of the Services. You agree that any termination of your Fraction Motors Rights (or any part thereof) under any provision of these Terms may be affected without prior notice and acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or any of your Fraction Motors Rights (or any part thereof). Further, you agree that we will not be liable to you or any third party for any termination of your access to such Tokens or the Services (or any part thereof) for any reason. Regardless of termination, both you and Fraction Motors continue to be bound by the Sections under the heading “Dispute Resolution” below. Upon any termination of these Terms, you may no longer have access to information in your Account, and you acknowledge that we have no obligation to maintain any such information in our databases, and you shall immediately cease and desist all activities and Fraction Motors Rights granted to you under these Terms. Any provisions in these Terms which, by their nature, would be intended to survive termination or expiration of these Terms, shall survive the termination or expiration of these Terms, including, without limitation, those provisions which expressly survive such termination or expiration.

We are making the Services available in the Covered Territories and reserve the right to change the list of Covered Territories at any time in our discretion. We are not permitted to engage in any transactions with any person, entity, or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions regulations (“Export Control and Sanctions Laws”); including, without limitation: (a) a national or resident of any country subject to U.S. sanctions or similar restrictions (currently, Cuba, Iran, Syria, North Korea, Russia, and the regions Crimea, the Donetsk People’s Republic and the Luhansk People’s Republic) and (b) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or other sanctions lists. Due to the dynamic nature of regulatory requirements and interpretations of the cryptocurrency market, we reserve the right to update the list of prohibited jurisdictions and reject applications to open accounts that we determine we would be unable to accept for regulatory or policy reasons in our sole and absolute discretion. You will not be permitted to receive a Collectible from us if we learn that such action would be in breach of Export Control and Sanctions Laws.

Please read the following arbitration agreement (“Arbitration Agreement”) carefully. It requires you to arbitrate Disputes with Fraction Motors and limits the manner in which you can seek relief therefrom. This Arbitration Agreement survives termination or expiration of these Terms.

Except as set forth herein, you agree that any and all past, present or future disputes or claims, including without limitation (a) federal and state regulatory and statutory claims, (b) common law claims, (c) claims under local ordinances, (d) data breach or privacy claims and (e) claims based in contract, tort, intentional tort, fraud, misrepresentation or any other legal theory, arising out of or relating to the Terms, Services, Platforms, Tokens, Collectibles, purchases or payments you make, transactions you engage in, collection of amounts due, or the relationship between you and Fraction Motors and any of their agents, employees, officers, directors, predecessors in interest, and successors and assigns (collectively, “Dispute(s)”) – at the election of you or us – shall be resolved exclusively through final and binding arbitration, as set forth in this Arbitration Agreement, rather than in court before a judge or a jury.

We are always interested in resolving Disputes amicably and efficiently, and most customer concerns can be resolved. Before submitting a claim for arbitration in accordance with this provision, you and we agree to try, for 60 days, to resolve any Dispute informally. Any party wishing to bring a claim agrees to provide a notice of the Dispute to the other party, which shall include the sender’s name, address and contact information, the facts giving rise to the Dispute, and the relief requested. The notice shall be an individualized claim specific to the individual bringing the claim. Any notice to Fraction Motors shall be sent to: support@fractionmotors.com (“Notice Address”) from the email address associated with your account. Fraction Motors will not respond to any emails sent to this email address that do not relate to a notice of Dispute. Any notice sent to you will be sent to the most recent email address Fraction Motors has in its records for you. To minimize the cost and inconvenience to all parties, and to promote prompt resolution of Disputes, you and we agree that engaging in this initial dispute resolution process is a material term of these Terms and a requirement that must be fulfilled before commencing any arbitration. You and we agree to act in good faith to resolve the Dispute before commencing arbitration in accordance with this Section.

If either party contends that the amount of a claim in a Dispute is within the jurisdiction of the small claims court (or an equivalent court), it may instruct the administrator to administratively close the arbitration case, prior to payment of fees, and direct that the claim be filed, if at all, in small claims court. Upon such a request by a party, the arbitration provider shall administratively close the arbitration proceeding. Any dispute about whether a claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the small claims court lacks jurisdiction over the action. Only in the event that the small claims court determines that it lacks jurisdiction over the Dispute may the arbitration provider reopen the arbitration case. You and we acknowledge that failure to comply with the provisions of this Section would irreparably harm the party requesting administrative closure of the arbitration proceeding, and you and Fraction Motors agree that a court may issue an order staying the arbitrations (and any obligation to pay arbitration fees) until any disagreements over the provisions of this Section are resolved by the court. You and we do not have to arbitrate a small claim that is filed in small claims court, but if that claim is transferred, removed, or appealed to a different court, you or we may elect to compel arbitration. Moreover, if you or we bring any counterclaim or cross-claim that is for more than the small claims court’s jurisdiction, you or we can elect to have the entire claim (including the counterclaim or cross-claim) resolved by arbitration.

After the pre-arbitration dispute resolution process, you agree that any and all remaining Disputes shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that (a) you may assert individual claims in small claims court within the scope of its jurisdiction, if your claims qualify and (b) you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.You agree that, by entering into these Terms, you and we are each waiving the right to a trial by jury or to participate in a class or mass action, except as noted below. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

You agree that any Dispute will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). If the Dispute involves less than $50,000, either party can invoke the Expedited Procedures in the JAMS Rules. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. If there is any inconsistency between any term of the JAMS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and threshold arbitrability of this Arbitration Agreement or the Dispute. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. The arbitration shall be held in a location reasonably convenient to where you reside or at another mutually agreed upon location. Attendance at an in-person hearing may be made by telephone by you and/or the other party, unless the arbitrator requires otherwise.

To increase the efficiency of administration and resolution of arbitrations, you and Fraction Motors agree that in the event that there are one hundred (100) or more individual Disputes of a substantially similar nature filed against Fraction Motors by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Disputes per batch (plus, to the extent there are less than 100 Disputes left over after the batching described above, a final batch consisting of the remaining Dispute); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Disputes are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Fraction Motors.

You and Fraction Motors agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Disputes, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules.

ARBITRATION OPT-OUT: YOU MAY OPT OUT OF RESOLVING DISPUTES BY ARBITRATION BY EMAILING US AT SUPPORT@FRACTIONMOTORS.COM WITHIN 30 DAYS OF FIRST ACCEPTING THE THESE TERMS AND TELLING US YOU WOULD LIKE TO OPT OUT OF MANDATORY ARBITRATION, OTHERWISE YOU SHALL BE BOUND TO ARBITRATE DISPUTES IN ACCORDANCE WITH THESE TERMS.  YOU MUST INCLUDE YOUR FIRST AND LAST NAME, YOUR MAILING ADDRESS, YOUR EMAIL, AND YOUR MOBILE PHONE NUMBER IN THE EMAIL. IF YOU OPT-OUT OF THIS ARBITRATION AGREEMENT, WE WILL ALSO NOT BE BOUND BY ARBITRATION.

Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING, EXCEPT AS SET FORTH IN THE BATCH ARBITRATION PROVISION. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S); EXCEPT AS SET FORTH IN THE BATCH ARBITRATION PROVISION AND EXCEPT THAT YOU MAY PURSUE A CLAIM FOR, AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the section entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the section above entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply. If a court or the arbitrator decides that any term or provision of these Terms is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the Terms shall be enforceable as so modified.

Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Assignability and Transfer.These Terms may not be assigned or transferred by you to any person without Fraction Motors’s prior written consent. Further, your Account may not be transferred or assigned to any third party without Fraction Motors’s prior written consent. Any such assignment or transfer of these Terms or a User’s Account in violation of this provision shall be null and void.

Under California Civil Code Section 1789.3, Users of the Fraction Motors from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact the California Department of Consumer Affairs at dca@dca.ca.gov.

If you have any questions or complaints about the Services, please contact us at support@fractionmotors.com

You agree that you are solely responsible for your interactions with any other users, including Sellers, in connection with the Services, and Fraction Motors will have no liability or responsibility with respect thereto. We reserve the right but have no obligation to become involved in any way with disputes between you and any other users.

We strive to make the content on the Services usable by all visitors, including those with disabilities. If you are having difficulty using the Fraction Motors, with or without assistive technology, please contact us at support@fractionmotors.com. To enable us to respond in a manner most helpful to you, please indicate the nature of your difficulty using the Services, the specific web address (URL link) at issue, and your full contact information, including email address and phone number. Thank you for helping us make your online experience more enjoyable.

These Terms constitute the entire agreement between you and us and govern your use of the Services, superseding any prior agreements between you and us with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, data, information, applications, software, or materials (collectively, “Third-Party Materials”) we make available to via the Services.

Except to the extent that they are preempted by U.S. federal law, the laws of the state of Delaware excluding conflict-of-laws principles of any jurisdiction, govern these Terms and any Disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.