§11 Indemnification & Governing Law

11.1 User Indemnification

Each user —including Buyers, Sellers, Promoters, Peacemakers, or any other participant— agrees to defend, indemnify, and hold harmless Fisheez PBC, its directors, officers, employees, agents, licensors, contractors, successors, and affiliates (collectively, the “Fisheez Parties”) from and against any and all claims, demands, investigations, losses, damages, liabilities, judgments, costs, and expenses —including reasonable attorneys’ fees and court costs— arising out of or relating to:

1. any listing, sale, purchase, service, NFT, or other transaction conducted or attempted through the Platform;
2. the user’s breach of these Terms, violation of applicable law, or failure to comply with regulatory or tax obligations;
3. infringement, misappropriation, or alleged violation of any third-party intellectual-property, publicity, privacy, or contractual right;
4. misuse of Smart Shell or other on-chain escrow contracts, wallets, or blockchain integrations under the user’s control;
5. use of Platform data, media, or analytics in any manner not expressly permitted by these Terms; or
6. negligent, fraudulent, or unlawful acts or omissions by the user or anyone acting on the user’s behalf.

Fisheez PBC reserves the right—but not the obligation—to assume control of the defense of any matter subject to indemnification. If Fisheez PBC assumes the defense, the user must cooperate fully and may not settle any claim without Fisheez PBC’s written consent.

11.2 Fisheez PBC Indemnification Limitations

Fisheez PBC operates a non-custodial smart-contract marketplace and is not a money transmitter, broker, or financial intermediary. All payments occur directly between users or through verified blockchain protocols. Accordingly, Fisheez PBC:

• has no control over funds, wallets, or smart-contract executions once initiated by users;
• is not responsible for user-to-user disputes, smart-contract execution failures, network outages, or damages arising from external blockchain or third-party integrations; and
• does not undertake to defend or pay claims between users.

Nothing in this Section expands Fisheez PBC’s liability beyond the limits set forth in these Terms.

11.3 Governing Law

These Terms and any related disputes are governed by and construed under the laws of the State of Delaware, USA, without regard to conflict-of-laws principles that would apply another jurisdiction’s laws.

11.4 Venue & Jurisdiction

All legal actions, proceedings, or claims arising from or related to these Terms or use of the Platform must be brought exclusively in the state or federal courts located in Delaware.

Users consent to personal jurisdiction and venue in those courts and waive any defense based on inconvenient forum or lack of jurisdiction.

Where consumer-protection statutes require local venue (for example, under the CCPA), those rights remain unaffected.

11.5 Waiver of Class and Representative Actions

To the fullest extent permitted by law, all claims must be brought by each party in its individual capacity, not as a class, collective, or representative proceeding. No class arbitration or consolidation of claims is permitted.

11.6 Limitation Period

Any claim or cause of action arising out of or related to the Platform or these Terms must be filed within one (1) year after the event giving rise to the claim, or it is permanently barred, except where prohibited by law.

11.7 Public Benefit and Non-Waiver

Fisheez PBC’s status as a Delaware Public Benefit Corporation reflects its mission to promote transparent, community-driven commerce but does not expand liability or create enforceable third-party beneficiary rights.

Nothing in this Section waives or limits any legal protections or indemnities otherwise available to Fisheez PBC.

11.8 Survival

All indemnification obligations, venue provisions, waivers, and limitations contained in this Section 11 survive termination of a user’s account or cessation of Platform access.