10KTF - Special Terms

10KTF Special Terms

Last Updated: March 13th, 2022

Introduction
1. Special Terms and 10KTF
  1. 10KTF.com is operated by WENEW, Inc., and, at its sole and absolute discretion, its subsidiary or affiliated websites ("WENEW," "we," "us," "our").
  2. We own and operate certain applications, web services, and platforms under the ‘10KTF’ brand (or other brands at our discretion) and linked and related network, ecosystem, pages, materials, features, products, tools and creative works (including, but not limited to 10KTF’s New Tokyo and its related storylines and characters, including Wagmi-san) offered by us via any kind of digital platform (the "Platform").
  3. "Purchaser" means any user of the Platform who has acquired a "Mint Pass" (defined below) to mint Special NFT(s), either (a) directly from us, or (b) from another party to whom we’ve sold a Mint Pass;
  4. The 10KTF Terms of Use located at ("Terms") govern how users or visitors may interact with and access the Platform.
  5. These special terms ("Special Terms") govern the Purchaser’s license in connection with "Special Item(s)" defined below and made available to Purchasers by WENEW under license by Guccio Gucci S.p.a ("Licensor"). These Special Terms, the 10KTF Terms of Use, and our privacy policy located at (the "Privacy Policy"), shall collectively be, the "Agreement." The Terms and Privacy Policy will be incorporated into this Agreement by this reference and will apply to the provision, access and use of the Platform. If any provision contained in the Terms conflicts with a provision of any Special Terms, the provision contained in the Special Terms shall govern and control. All of the other terms and conditions of the Terms and Privacy Policy, except to the extent expressly provided for to the contrary in these Special Terms, shall remain in full force and effect. The rights and obligations contained in these Special Terms are in addition to the rights and obligations provided in the Terms and Privacy Policy. Capitalized terms not otherwise defined in these Special Terms shall have the meaning given to them in the Terms or Privacy Policy, as applicable.
2. Binding Agreement
  1. The Purchaser unconditionally accepts the Special Terms. If Purchaser does not agree with all of the provisions of the Special Terms, Purchaser is prohibited from accessing, using, or transacting in connection with the Special Item.
  2. The Special Terms may, at WENEW’s sole discretion, be modified or replaced at any time. Any changes or modifications will be effective immediately upon posting the revisions to the Platform. Purchaser will be responsible for reviewing and becoming familiar with any such modifications. Purchaser waive any right Purchaser may have to receive specific notice of such changes or modifications. Use of the Platform by Purchaser after any modification to the Special Terms constitutes Purchaser’s acceptance of the Special Terms as modified.
  3. All provisions of the Special Terms which by their nature are intended to continue shall survive termination, including those sections of the Agreement relating to exclusions and limitations of liability, intellectual property restrictions and ongoing use of Purchaser data.
  4. Termination of the Special Terms or suspension or cessation of Purchaser’s access to the Platform shall not affect WENEW’s accrued rights and liabilities up to the time of such termination, suspension or cessation.
DEFINITIONS
1. The terms below have the following meaning:
  1. "Commercial Rights" means any and all commercial rights or rights to monetize, commercially exploit and/or generate revenue in, to or from Special Item(s) or Special NFT(s) (whether directly or indirectly), including but not limited to image, reproduction, adaptation, distribution, broadcasting, media, endorsement, supplier, sponsorship, merchandising, licensing, ticketing, advertising or hospitality.
  2. "Mint Pass" means an NFT that, when burned on the Platform, enables Parent PFP owners to mint NFTs associated with Special Items.
  3. "Placeholder" means the unrevealed version of the Special Item between minting and reveal represented by a digital box created by WENEW.
  4. "Primary Sales" means Licensee’s initial sale of the NFT(s) associated with Mint Pass via the WENEW Platform, during the Redemption Period.
  5. "Redemption Period" means the period specifically identified by WENEW during which Mint Passes are redeemable.
  6. "Secondary Sales" means the subsequent sale of an NFT associated with (i) the Mint Pass, (ii) the Placeholder, or (iii) Special NFT(s), that occurs on a third party platform and takes place after the Primary Sale or following an airdrop.
  7. "Special Items" means the Gucci-Themed Skins to be combined with and embodied into Parent PFPs, the Mint Pass, and the Placeholder, and the created by 10KTF under license by Guccio Gucci S.p.a (For clarity, "Parent PFP(s)" mean any of the PFP NFTs belonging to one of the following collections: World of Women, Gutter Cats, Cool Cats, On1 Force, Bored Ape Kennel Club, Bored Ape Yacht Club, Mutant Ape Yacht Club, Pudgy Penguins, Wizards (with the exception of those identified as "Forgotten Souls" (e.g. the Forgotten Runes Wizard)), Cryptoadz, and Wolf Game).
  8. "Special NFT(s)" means NFTs created with Special Items in accordance with these Special Terms.
ACCESS TO SPECIAL ITEM(S)
1. Steps for Accessing a Special NFT.
  1. In order to redeem a Special NFT, Purchaser must own at least one Mint Pass and one Parent PFP.
  2. Once Purchaser redeems a Mint Pass, Purchaser will receive a Placeholder and Purchaser’s unique and personalized Special NFT will be revealed on or before March 23rd, 2022.
  3. Once Purchaser has met the criteria above, Purchaser must successfully verify Purchaser’s wallet address, Twitter, and Discord via premint.xyz or any other third party that we may appoint to register purchasers.
  4. Purchaser must then burn the Mint Pass in order to redeem the Special NFT.
  5. If Purchaser fails to redeem any Mint Pass before the expiration of the Redemption Period, the Mint Pass will expire, and such Mint Pass will no longer be redeemable by Purchaser or any other third party to whom Purchaser transferred or sold the Mint Pass.
SPECIAL NFT(S)
1. Special NFT(s)
  1. WENEW publishes Smart Contracts.
  2. By using the Platform, Purchaser agrees and acknowledges that Purchaser is granting WENEW a limited license, to exercise, on Purchaser’s behalf, rights Purchaser lawfully holds to create extension or derivative NFTs of Parent PFP NFT(s), including, but not limited to minting Special NFT(s) and transferring Special NFT(s) to Purchaser’s Wallet.
  3. The minting and transferring of such Special NFT(s) to Purchaser’s Wallet may be initiated though one or more Smart Contracts. Purchaser acknowledges that elements of every such minting and transfer of such Special NFT(s) may be processed outside of Ethereum, off-chain, or offline. By minting and transferring such Special NFT(s) on the Platform and by using the Smart Contracts, Purchaser consents to and accept all automated transfers of Special NFT(s), fees, commissions, and royalties applicable in connection with the Special Item(s) and Special NFT(s) (if applicable), subject to the terms of this Agreement and relevant Special Terms.
2. Gas and Fees for Sales
  1. Prior to Purchaser completing the minting and transferring of any Special NFT(s) into your Wallet, Gas Fees Purchaser is required to pay in order to complete the same will be communicated to you by a Wallet provider. Purchaser acknowledges and agrees that Gas Fees are non-refundable in all circumstances.
  2. WENEW or its licensors may charge additional fees in connection with Primary Sale(s) or Secondary Sales of Special Item(s) or Special NFT(s).
  3. From the sales price of Secondary Sales, WENEW will retain (either via a WENEW smart contract or configuration of the secondary marketplace smart contract) a royalty of 5.0%. Each marketplace on which Secondary Sales occur will also retain an additional percentage of the sale price (refer to terms and conditions of the marketplace for details), and gas fees will apply.
3. Transfer of Special NFT(s)
  1. Special NFT(s) will be offered to Purchaser for sale through the Platform at the price and terms listed on the Platform.
  2. Prior to transferring any Special NFT(s) to Purchaser’s Wallet, the cost of such Special NFT(s) and any corresponding costs (Gas Fees, and any other applicable costs indicated to Purchaser at the time of the purchase) ("Total Cost") will be deducted permanently from Purchaser’s Wallet.
  3. Upon WENEW receiving the payment to cover the Total Cost for the pertinent Special NFT(s) from Purchaser’s Wallet, WENEW will transfer the Special NFT(s) to Purchaser’s Wallet.
4. NFT Risk of Transfer
  1. All risk in and responsibility will transfer to Purchaser once the Special NFT is transferred to Purchaser. The exact time at which risk is transferred may be determined at WENEW’s discretion, including through observation of the transfer on the blockchain on which the Special Item or Special NFT is stored.
  2. We are not responsible for any uses Purchaser makes of the Special Item or Special NFT or for any future transfers Purchaser may make of the Special NFT.
  3. Any and all disclaimers and limitations of liability made by WENEW under this Agreement shall survive and not be terminated or relinquished due to any subsequent sale, transfer, dispossession, burning, or other relinquishment of the Special NFT by Purchaser. Purchaser alone is responsible for providing notice to any subsequent purchasers or owners of the Special NFT of these disclaimers and limitation of liability.
INTELLECTUAL PROPERTY; RESTRICTIONS AGAINST COMMERCIAL USE
1. Intellectual Property
  1. Each owner of a Special NFT(s) ("Collector") owns a cryptographic token representing a creative work(s) as a piece of property. The Collector does not own any rights in the underlying creative works or works featured in the Special Item(s).
  2. Unless expressly granted to a Collector(s), WENEW reserves all intellectual property rights, including copyrights, to Special NFT(s) featured on the Platform or otherwise provided by WENEW either for itself or on behalf of their respective owners or licensors (including WENEW brand partners (e.g., Licensor, Guccio Gucci S.p.a, and others, as applicable), including but not limited to the rights to reproduce, to prepare derivative works, to display, to perform, and to distribute.
  3. Collectors may display their Special NFT(s) but, unless expressly granted, Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Special NFT(s), excepting the limited license granted by this Agreement.
  4. Subject to Section 9(a) above, Collectors’ limited license to display the Special NFT(s) in for personal, non-commercial purposes, includes, but is not limited to, the right to display the same privately or publicly:
    1. for the purpose of sharing, promoting, discussing, or commenting on the Special NFT(s) and the Collector’s purchase or ownership of the Special NFT(s) including social media platforms, blogs, digital galleries, or other digital media;
    2. on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Special NFT to which the work is affixed; and
    3. within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies within one or more virtual environments.
  5. Except as expressly granted (i) under the terms of a Parent PFP license, (ii) by WENEW, or (iii) by Licensor or a third party licensor under the Special Terms, Purchaser agrees that Purchaser may not, nor permit any third party, to do or attempt to do any of the foregoing without WENEW’s express prior written consent in each case:
    1. modify, distort, mutilate, or perform any other modification to the Special NFT(s) or Special Items that would be prejudicial to original creator or licensor’s honor or reputation;
    2. use the Special NFT(s) or Special Items that for any commercial purpose such as advertising, marketing, creating, making or manufacturing any third party product or service;
    3. use the Special NFT(s) or Special Items 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;
    4. incorporate the Special NFT(s) or Special Items in movies, videos, video games, or any other forms of media for a commercial purpose;
    5. sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Special NFT(s) or Special Items;
    6. attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Special NFT(s) or Special Items;
    7. attempt to mint, tokenize, or create an additional cryptographic token representing the same Special NFT(s) or Special Items, whether on or off of the Platform;
    8. falsify, misrepresent, or conceal the authorship of the Special NFT(s) or Special Items; or
    9. otherwise utilize the Special NFT(s) or Special Items for the Collector’s or any third party’s commercial benefit.
  6. Purchaser agrees and acknowledges that the lawful ownership, possession, and title to a Special NFT(s) is a necessary and sufficient condition precedent to receive the limited license rights provided by the Agreement. Any subsequent transfer, dispossession, burning, or other relinquishment of ownership of Special NFT(s) will immediately terminate the former owner’s rights and interest in the license to use Special NFT(s) or Special Items as provided by the Agreement.
2. Restrictions Against Commercial Use
  1. The use of Special NFT(s) by Purchaser is limited to Purchaser’s personal, non-commercial use. All Commercial Rights in and to the Special NFTs are expressly reserved by Licensor and use by Purchaser of any Commercial Rights in or to Special NFT(s) is strictly prohibited. Purchaser expressly acknowledges: (1) any purchase of the Special NFT(s) does not involve directly or indirectly, imply any transfer of any Commercial Rights or Intellectual Property Rights in the Special Items and/or Special NFT(s), and (2) all licenses granted in accordance with this paragraph 11.(a) will survive termination or expiry of the Special Term(s) as follows:
    1. to display the NFT(s) on a Third Party Platform to promote or transfer a Special NFT(s), provided that the Third Party Platform cryptographically verifies that the Special Item(s) is being displayed by the owner of the related Special NFT(s) who has the rights to display the Special Item(s) so that only the owner can display such a Special Item(s);
    2. to use and display the Special Item(s) on a third-party website or application that permits the inclusion, involvement, or participation of the Special NFT(s) associated with such Special Item(s), provided that the website or application cryptographically verifies the owner of the Special NFT(s) related to such Special Item rights to display the Special Item, and the Special Items is no longer visible once the owner of the related Special NFT leaves the website or application;
LIABILITY
1. Limitations of Liability
  1. NEITHER WENEW NOR ITS LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO PURCHASER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF PROFIT), EXEMPLARY OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR OTHER THEORIES OF LAW, EVEN IF PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL WENEW OR ITS LICENSORS, SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE WITH RESPECT TO THE SPECIAL ITEM(S), SPECIAL NFT(S) OR THE SUBJECT MATTER OF THE SPECIAL TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF US $100.
2. Force Majeure
  1. For the purposes of the Special Terms, "Force Majeure" shall mean any event, such as fire, flood, acts of God or public enemy, Internet failures, earthquakes, governmental or court order, national emergency, strikes or labor disputes, the effect of which WENEW could not reasonably prevent or predict and which renders impossible or impractical the performance of contractual obligations either totally or in part. The taking place of a Force Majeure shall have the effect of suspending the obligations of WENEW to the extent such obligations are affected by the Force Majeure.
3. Security
  1. If Purchaser’s private key(s) or other access credentials to Purchaser’s Wallet are lost, Purchaser may lose access to Purchaser’s Special NFT or Special Item. WENEW is not responsible for any such losses, including, but not limited to, losses arising from third-party service providers.
DATA AND MISCELLANEOUS
1. Purchaser Data
  1. Any personal information is handled in accordance with our Privacy Policy which constitutes part of this Agreement. Copy of our Privacy Policy is available at (the "Privacy Policy")
  2. Any use of our Platform constitutes Purchaser’s acceptance and agreement to be bound by all the terms of this Agreement, including our Privacy Policy.
2. Miscellaneous
  1. Severability. If any provision of this Agreement is found to be unlawful or unenforceable, then that provision will be deemed severable from the Special Terms and this will not affect the enforceability of any other provisions.
  2. Assignment. Purchaser may not assign, transfer or otherwise delegate any rights or obligations under the Special Terms without the prior written consent of WENEW. Any attempt to assign without the prior written consent of WENEW will be void. WENEW may assign our rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. This Special Terms shall be binding upon the permitted assigns or transferees of each party.
  3. Dispute Resolution, Governing Law and Venue. This Section 16(c) shall replace Section 28(d) of the Terms.
    1. This Agreement shall be governed and interpreted in accordance with the laws of the State of California, without regard to principles of conflict of laws, and the Parties hereby waive the right to object to that choice of law, personal jurisdiction or venue.
      1. The Purchaser agrees that any and all disputes, claims or controversies arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation or validity thereof ("Disputes"), and the scope or applicability of this paragraph, including but not limited to the arbitrability of any and all Disputes, shall be determined by binding arbitration in Los Angeles County, California ("Arbitration") before a single, neutral arbitrator who is a former or retired judge of any California state or federal court with at least three (3) years’ experience, to be appointed according to the JAMS rules. The arbitrator shall serve as neutral, independent and impartial arbitrator and must act in conformity with the rules of evidence and law (the "Arbitrator"). The Arbitration, including any depositions, shall be recorded and the transcript provided to the Arbitrator. The parties shall share equally the costs of the Arbitration, including the costs of transcribing the Arbitration, but each party shall bear its own attorneys’ fees and related costs, unless otherwise provided by law or statute.
      2. The Arbitration shall be initiated and administered by JAMS according to its Comprehensive Arbitration Rules & Procedures, including Rules 16.1 and 16.2, as they exist on the effective date of this Agreement (the "JAMS Rules"). In conducting the Arbitration and in making any award, the Arbitrator shall follow California substantive law (without regard to choice of law or conflict of law rules) and California arbitration procedure, except as otherwise provided for in the JAMS Rules or in this paragraph. California Code of Civil Procedure § 1281.2(c) (as it exists on the effective date of this Agreement) shall not apply to this paragraph; instead, 9 U.S.C. § 3 of the Federal Arbitration Act (as it exists on the effective date of this Agreement) shall apply to this paragraph. In conducting the arbitration and in making any award, the Arbitrator shall follow the Federal Rules of Evidence.
      3. Except as provided for in this paragraph, the Arbitrator shall have the authority to award any remedy or relief that a state or federal court of California could order or grant, and no other remedy or relief. The Arbitrator has no authority to award punitive, exemplary, multiplied or consequential damages, and such damages shall not be recoverable by any other process or in any other proceeding. Judgment on any award may be entered in any court of appropriate jurisdiction.
      4. This paragraph shall not preclude the parties from seeking provisional remedies in aid of arbitration not otherwise prohibited by this Agreement from a court of appropriate jurisdiction.
      5. The parties agree to maintain the confidential nature of the arbitration proceeding and the award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
      6. Enforcement: In the event a party refuses to participate in an Arbitration as provided for herein, the party seeking to enforce the Arbitration may do so by filing an action to enforce this paragraph. If any lawsuit is filed asserting a Claim, the parties intend and agree that the state or federal court where that action is filed shall be authorized to enforce this paragraph, and a party seeking to enforce this paragraph may file a motion for enforcement in lieu of a responsive pleading. Where the matters falling within this paragraph involve federal law issues that otherwise could only be heard in federal court, the motion to enforce the reference shall be brought in federal court.
      7. Notwithstanding anything to the contrary contained herein, the Arbitrator’s fees and expenses shall be paid by the non-prevailing party, but each party shall bear its own attorneys’ fees and related costs except as otherwise provided for by law. Prior to the appointment of the Arbitrator, any party may seek provisional remedies or preliminary injunctive relief not otherwise prohibited by this Agreement in a court of competent jurisdiction without thereby waiving its rights under this paragraph. Arbitrators shall be selected as provided in the JAMS Rules subject to the qualifications set forth in paragraph above.
  4. Modifications. WENEW may at its sole discretion, update, modify or revise any of the terms of the Special Terms. By continuing to access or use the Platform or Special Item(s) or Special NFT(s) after those revisions become effective, Purchaser agrees to be bound by such revised terms.