The 10KTF Grailed Collection NFT License Terms

Last Updated: February 28, 2024

These terms (“Terms”) are a legally binding agreement by and between Yuga Labs, Inc. (“Yuga Labs,” “we” or “us”), a Delaware corporation, and any holder of a Grailed NFT (defined below) (“you” or “Holder”) governing the parties’ rights and obligations with respect to:

Grailed NFT(s)” means a non-fungible token minted by a smart contract deployed and associated with the contract metadata containing these Terms, or such other smart contract(s) as designated by Yuga Labs from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Yuga Labs may designate in its sole discretion (each, a

Grailed NFT Smart Contract”). A Grailed NFT Smart Contract associates each Grailed NFT with a unique piece of digital art created by Yuga Labs (the “Art”).

Grailed Smart Contract” is a smart contract deployed to the Ethereum blockchain at address 0x2358693f4FaEC9D658bB97Fc9cd8885F62105dc1, or such other smart contract(s) as designated by Yuga Labs from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Yuga Labs may designate in its sole discretion.

Original Grailed Art” is, with respect to each Grailed NFT, the Art that was associated with such Grailed NFT at the time of minting.

Your Derivative Grailed Work” shall have that meaning set forth in section 1.(c) below.

Your Grailed Art” is the Art that the Grailed Smart Contract associates with Your Grailed NFT. “Your Grailed NFT” is the Grailed NFT that the Grailed Smart Contract records as being owned by your digital wallet.

NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER:

BY ENGAGING WITH A GRAILED NFT SMART CONTRACT AND/OR BEING A HOLDER OF A GRAILED NFT, YOU ARE ACCEPTING THESE TERMS AND ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND YUGA LABS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 10 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 12 (GOVERNING LAW AND FORUM CHOICE) AND RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.

YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

1. OWNERSHIP.

  1. You Own Your Grailed NFT. When you own a digital wallet that holds a Grailed NFT, as recorded by the Grailed Smart Contract, you hold the exclusive right to hold, sell, transfer, and execute blockchain transactions involving that Grailed NFT (“Your Grailed NFT”). Except for the Grailed NFTs we own, Yuga Labs has no right or ability to seize, freeze, or otherwise modify the ownership of any Grailed NFT without authorization from the Holder; provided, the foregoing shall not restrict Yuga Labs’ right to modify the Art.

  2. We Own (but License to You) the IP in Your Art. Yuga Labs owns all rights, title, and interest in and to the Art and Your Grailed Art, including any and all copyrights, trademarks, and other intellectual property rights therein (“IP”). However, as set forth below, we grant you a license to use the Art associated with Your Grailed NFT (“Your Art”) for as long as you hold Your Grailed NFT.

  3. You Own the IP in Your Derivative Grailed Works. As between you and Yuga Labs, you own all rights, title and interest in and to any “derivative work,” as defined by the United States Copyright Act, based upon Your Grailed Art that is created by you, or is expressly authorized by you, in each case, in strict compliance with these Terms (including, but not limited to, Section 2(b)) (“Your Derivative Grailed Work”); provided, however, that (i) we retain the copyright in the Original Grailed Art underlying any of Your Derivative Grailed Work(s); (ii) your use of any of Your Derivative Grailed Work(s) during and after the License Term (defined below) is subject to these Terms (including the license/reservation of rights in Section 2(b)); (iii) your use of any of Your Derivative Grailed Work(s) after the License Term may require a license from the current owner of the Grailed NFT; and (iv) the creation and possession of any of Your Derivative Grailed Work(s) complies in all respects with these Terms.

  4. Utility. Holders may be offered utility, benefits, or entitlements (collectively, “Utility”) from time to time, but these Terms do not confer any Utility except as granted by the Personal or Commercial License. Yuga Labs makes no assurances of any Utility. Any Utility may be subject to other terms and conditions. Yuga Labs will not be responsible in any manner for any Utility offered, or proposed to be offered by, any third party.

2. LICENSE.

  1. Grant. Subject to your compliance with these Terms, upon lawfully acquiring Your Grailed NFT and for so long as you hold Your Grailed NFT (such date of acquisition as recorded by the Grailed Smart Contract) (the “License Term”), Yuga Labs grants to you:

    1. a “Personal License,” meaning a non-exclusive, universe-wide, royalty-free, license to use, copy, and display (but without any right to sublicense, whether through one or more tiers) Your Grailed Art for your personal, non-commercial use, including (1) for home display, display in a virtual gallery, or as a social media avatar; (2) to create a reasonable number of back-up copies and a physical print, each to be retained only for so long as you own Your Grailed NFT; and (3) as part of a Yuga Labs’ website or application, or the website or application of a third party approved in Yuga Labs’ sole discretion, that permits the inclusion, involvement, or participation of Your Grailed NFT; and

    2. a “Commercial License,” meaning a non-exclusive, universe-wide, royalty-free, sublicensable license to reproduce, distribute, and prepare derivative works created by you that are based upon, publicly display, publicly perform, transmit, and otherwise use and exploit, only Your Grailed Art. The Commercial License is intended to be broad, enabling you to make both commercial and non-commercial uses of Your Grailed Art, in any and all media, whether existing now or invented later, subject only to the restrictions set forth below and by applicable law.

  2. Restrictions and Reservations.

    1. Without limiting Sections 2(a)(i) and (ii), the above licenses extend only to Your Grailed Art in its entirety. This means the complete selection, arrangement, and composition of all base layers, traits, features, attributes, and other elements that comprise Your Grailed Art. Thus, for the avoidance of doubt, while the Commercial License allows you to create and exploit Your Derivative Grailed Works, the Commercial License does not grant you rights in any individual layer, trait, feature, attribute, or other element of, or separate and apart from, Your Grailed Art. For example, the Commercial License allows you to create three-dimensional renderings of, and to add new original clothing or accessories to, Your Grailed Art, but does not allow you to extract individual features (e.g., body features, accessories) for use in a separate work.

    2. Nothing herein grants you any rights in or to Yuga Labs’ or any third party’s trade names, brands, logos, trade dress, or trademarks (e.g., “Yuga Labs,” “Grailed”, or “10KTF”, all of which are, as between you and Yuga Labs, expressly owned and reserved by Yuga Labs or its licensors (collectively, “Yuga TM Rights”). You hereby agree that any Yuga TM Rights you purport to acquire, together with any associated goodwill, shall automatically, immediately, and at your expense be assigned to Yuga Labs or its licensors (as applicable).

    3. Any application to register a trademark for Your Grailed Art must occur during the License Term and be based solely upon the actual use of Your Grailed Art in commerce and solely for the goods or services in connection with which Your Grailed Art has actually been used in commerce in the applicable jurisdiction as of the date of the application. Thus, you may not seek to register a trademark in Your Grailed Art on an “intent to use” basis or where you otherwise have not used Your Grailed Art in commerce.

    4. You may not use Your Grailed Art in a manner that expresses hate or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation, or disability.

  3. You may not use Your Grailed Art in a manner that violates applicable law.

  4. All rights not expressly granted herein are reserved by us.

3. ENFORCEMENT.

  1. Copyright Notices. You may include the following copyright notice with Your Grailed Art: “Grailed © 2024 Yuga Labs”, which Yuga Labs may update from time to time (the “Yuga Copyright Notice”). Subject to your compliance with these Terms, you may include a copyright notice identifying you, or such other person you designate, as the copyright owner of any of Your Derivative Grailed Work(s) created during the Commercial License Term, provided that you also include the Yuga Copyright Notice.

  2. Copyright Registrations. If you apply to obtain a copyright registration in any of Your Derivative Grailed Work(s), you may identify you or such other person you designate as the copyright owner of Your Derivative Grailed Work(s), but must in all cases identify Your Grailed Art as a preexisting work upon which Your Derivative Grailed Work(s) is based.

  3. Actions. To the extent applicable law authorizes you to bring a claim for infringement based upon the unauthorized use of Your Grailed Art, you agree that: (i) any such claim shall be based solely upon the unauthorized use of Your Grailed Art, not other Grailed Art — for example, on the ground that other Original Grailed Art is substantially similar to Your Grailed Art; and (ii) Yuga Labs may, in its sole discretion, join and, unless it would materially prejudice your rights, elect to take over the control of the prosecution of, any such action.

  4. Disputes Among Holders. Yuga Labs has no obligation to support the resolution of, or resolve any, dispute that may arise between Grailed NFT holders.

4. TRANSFERS.

  1. No Decoupling. Except as expressly provided herein, ownership of a Grailed NFT and the applicable Personal License or Commercial License is not separable in any way. You may not engage in any transaction or activity that purports to decouple the applicable Personal License or Commercial License from Your Grailed NFT.

  2. Termination of License. Upon the transfer of Your Grailed NFT to a new Holder, as recorded by the Grailed Smart Contract: (i) your Personal License and Commercial License, including any sublicenses granted thereunder, shall immediately and automatically terminate; (ii) you must discontinue any use of Your Grailed Art as a trademark or other source identifier; and (iii) any trademark and corresponding registration obtained in connection with your exercise of the Commercial License shall be deemed abandoned unless duly transferred to the new Holder under a separately negotiated written agreement.

  3. Published Works. If, during the License Term, you create and make available to the public a work using Your Grailed Art (a “Published Work”), you may, except as set forth in Section 4(b), continue to use and exploit that Published Work in accordance with these Terms after the License Term; provided, however, that: (i) you will be responsible for any obligations or liabilities arising from your continued use of the Published Work after the License Term; and (ii) this privilege does not allow you to use Your Grailed Art or any Original Grailed Art to create any new works or materials after the License Term. Thus, for example:

    • A digital series featuring Your Grailed Art that was released during the License Term may continue to run after the License Term, but any creation or distribution of any new episodes featuring Your Grailed Art or Original Grailed Art would require a license from the new Holder.

    • After the License Term, you may sell off existing (at the time of transfer) inventories of merchandise featuring Your Grailed Art that were created and offered for sale during the License Term, but the creation or distribution of any new merchandise or inventory featuring Your Grailed Art or Original Grailed Art would require a license from the new Holder.

5. HOLDER’S REPRESENTATIONS AND WARRANTIES. Holder represents and warrants that Holder:

  1. is over the age of majority in the jurisdiction in which Holder resides, and has the legal capacity to enter into these Terms;

  2. will only use and interact with any Grailed NFT or Art in accordance with these Terms;

  3. will comply with all applicable law in the exercise of its rights and obligations under these Terms and will not violate any right of Yuga Labs, its licensors, or any right of any third party;

  4.  is not, and will not, knowingly execute a transaction involving a Grailed NFT with any person who is: (i) a restricted person (i.e., a person or entity (A) residing in, or citizen(s) of, located in, incorporated in, or have a registered office in any Restricted Territory (as defined below); or (B) listed on the OFAC Specially Designated Nationals, Blocked Person List, or any other consolidated prohibited persons list as determined by any applicable governmental authority (each such person or entity, a “Restricted Person”)), or (ii) not otherwise barred from transacting under these Terms or applicable law; and

  5. does not and will not transact on behalf of a legal entity, or for any unlawful purpose.

For the purposes of these Terms, “Restricted Territory” means any state, country, or other jurisdiction that is designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by the Office of Foreign Assets Control (“OFAC”), including Cuba, Iran, Democratic People’s Republic of Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine. Without limiting the foregoing, we reserve the right, at any time, in our sole discretion, and without notice, to block transactions involving a Grailed NFT from certain users, Holders, IP addresses or unique device identifiers. 

6. WARRANTY DISCLAIMERS.

  1. EACH GRAILED NFT AND ART IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, YUGA LABS EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

  2. EACH GRAILED NFT IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN. ANY TRANSFER OF OWNERSHIP THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN, WHICH YUGA LABS DOES NOT CONTROL.

  3. YUGA LABS WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDER FOR ANY LOSS IN CONNECTION WITH ANY GRAILED NFT OR ART AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO HOLDER FOR, ANY USE OF OR INABILITY TO USE ANY GRAILED NFT OR ART, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE OR HARDWARE; (III) DATA LOSS OR CORRUPTION; (IV) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS; (V) UNAUTHORIZED ACCESS TO ANY GRAILED NFT OR ART; OR (VI) THE ACTS OR OMISSIONS OF ANY THIRD PARTY.

  4. YUGA LABS WILL NOT BE RESPONSIBLE TO ANY HOLDER FOR ANY LOSS IN CONNECTION WITH MODIFICATION TO ART OR IF NO SUCH MODIFICATION OCCURS.

  5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7. ASSUMPTION OF RISK. Holder accepts and acknowledges all risks associated with the following:

  1. Grailed NFTs and Art subject to the Commercial License may be used in a variety of ways. While we strongly encourage transparency, communication, and research prior to acquiring a Grailed NFT, including to understand what previous and existing uses have been made of the Grailed NFT and Art and how those uses may affect value, any purchase of a Grailed NFT is at the purchaser’s own risk. Yuga Labs is not responsible for verifying or providing information on how a Grailed NFT or its Art have been exploited. Additional documentation from a Holder may be necessary or prudent.

  2. Yuga Labs is not responsible for determining or paying any taxes that apply to any Holder’s purchase, sale, or transfer of rights in each Grailed NFT. As between the parties, Holder is responsible for determining what, if any, taxes apply to such transactions.

  3. Transactions involving Grailed NFTs and Art rely on third-party or decentralized platforms, systems, or marketplaces. We do not maintain, control, or assume any obligations with respect to such platforms, systems, or marketplaces. To the extent that Yuga Labs provides links or access to third party platforms, sites, or other resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those third parties or through any content displayed thereon.

8. INDEMNITY. Holder shall defend, indemnify, and hold Yuga Labs, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses, and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from, or are related to or in connection with, any claim, suit, action, demand, or proceeding or other similar occurrence, process, or activity that is initiated, made, brought, or financed by a third party (including any person who accesses or transacts using any Grailed NFT or Art, whether or not such person personally purchased a Grailed NFT) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of, related to, or in connection with: (a) your access to or use of any NFT marketplace or third-party services or products; (b) your breach or alleged breach of these Terms; (c) your exercise or attempted exercise of the Personal or Commercial License; or (d) your actual or alleged violation of applicable law. Counsel to be used in the defense of such claim must be approved by Yuga Labs in writing prior to retention of such counsel and, upon our request, you will allow us to participate in the defense of any such claims. You will not enter into any settlement or compromise of any claim or litigation or that includes an admission of liability without our prior written consent.

9. LIMITATION OF LIABILITY.

  1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES,OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY Grailed NFT OR ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YUGA LABS OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL ANY INDEMNIFIED PARTY’S CUMULATIVE LIABILITY HEREUNDER FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED $100.

  2. BY PURCHASING OR OWNING A GRAILED NFT, HOLDER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YUGA LABS AND HOLDER.

10. DISPUTE RESOLUTION.

  1. Mandatory Arbitration of Disputes. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Grailed NFT or Art (“Dispute”) must be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. Each party waives the right to a trial in court and/or by a jury. This arbitration provision shall survive any termination of the Personal or Commercial License or these Terms.

  2. Exceptions. As limited exceptions to Section 10(a) above: (i) the parties may seek to resolve a Dispute in small claims court if it qualifies; (ii) each party retains the right to seek injunctive or other equitable relief from a court as authorized in Section 12 solely to prevent (or enjoin) the infringement or misappropriation of its intellectual property rights; (iii) we each may bring an action in a court as authorized in Section 12 for temporary injunctive relief until an arbitrator has been empaneled and can determine whether to continue, terminate or modify such relief; and (iv) either party may move to compel arbitration pursuant to this Section 10 or to enforce an arbitral award issued hereunder, in a court as authorized in Section 12 or in any other court of competent jurisdiction.

  3. Arbitration Procedures and Fees. You and Yuga Labs agree that JAMS ("JAMS") will administer the arbitration under its Streamlined Rules in effect at the time arbitration is sought ("JAMS Rules"). Those rules are available at www.jamsadr.com. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. You and Yuga Labs further agree that, unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in New York, New York, or, at your election, will be conducted telephonically or via other remote electronic means. The JAMS Rules will govern payment of all arbitration fees. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules (or JAMS Comprehensive Rules, as applicable per below), and we will not seek to recover the administration and arbitrator fees we are responsible for paying unless the arbitrator finds your Dispute is frivolous.

  4. Proceedings Requiring Three Arbitrators. Notwithstanding any language to the contrary in Section 10(c), if a party either seeks a monetary award in excess of one million thousand dollars ($1,000,000) or seeks an equitable form of relief that would significantly impact other Yuga Labs users, in each case as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators and take place pursuant to the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive Rules”). Each party shall select one neutral arbitrator, with the third neutral arbitrator selected in accordance with the JAMS Comprehensive Rules. That third arbitrator shall serve as chair of the arbitral panel and must be a retired judge with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section 10(d) shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or through the JAMS selection process – participate in the arbitral panel. You and Yuga Labs agree that any award issued by a three-arbitrator panel may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election.

  5. Batch Arbitration. To increase efficiency of resolution, in the event 25 or more similar arbitration demands against Yuga Labs, presented by or with the assistance of the same law firm or organization, are submitted to JAMS in accordance with the rules described above within a 30-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Rules by (a) grouping the arbitration demands into batches of no more than 25 demands per batch (plus, to the extent there are fewer than 25 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (b) providing for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as consistent with JAMS Rules. You agree to cooperate in good faith with Yuga Labs and JAMS to implement such a batch approach to resolution and fees. (f)Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR YUGA LABS SHALL BE ENTITLED: TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES; TO PARTICIPATE IN ANY GROUP, CLASS, COLLECTIVE OR MASS ARBITRATION OR LITIGATION; TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY; OR OTHERWISE TO SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THESE TERMS, IN THE EVENT ALL OR ANY PORTION OF SECTIONS 10(D), (E) OR (F) OF THIS SECTION 10 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 10 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY'S ELECTION.

11. AMENDMENTS. Yuga Labs reserves the right to clarify or amend these Terms by publicly publishing a new version of them, including, but not limited to, on https://www.10ktf.com/license and any other website.

12. GOVERNING LAW AND FORUM CHOICE. These Terms and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 10 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined above) will be the state and federal courts located in the State and City of New York, and you and Yuga Labs each waive any objection to jurisdiction and venue in such courts.

13. MISCELLANEOUS.

  1. Each of the Personal License and Commercial License applies only to the Grailed NFT on the blockchain that Yuga Labs, in its sole discretion, may designate, which designation shall apply retroactively. Thus, for example, if a fork or other event purports to result in duplicate Grailed NFTs, only the non-fungible token recorded on the blockchain designated by Yuga Labs will be eligible to receive the benefit of the applicable Personal and Commercial License. Any license purportedly granted hereunder to the owner of a non-fungible token recorded on a blockchain not designated by Yuga Labs is void ab initio.

  2. These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.

  3. These Terms constitute the entire agreement, and supersede any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of these Terms, all of which are hereby merged into these Terms. Without limitation, the terms of any other document, publication, course of dealing, or course of trade will not modify these Terms, except as expressly provided in Sections 11 or 13(a) or as the parties may agree in writing.

  4. Failure to promptly enforce a provision of these Terms or any rights related to the Grailed NFT or Art will not be construed as a waiver of such provision or rights.

  5. Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party whatsoever.

  6. The parties shall execute and deliver to the other party any and all such other instruments in reasonable mutually acceptable form and substance and shall take any and all such other actions as may be reasonably necessary to carry the intent of these Terms into full force and effect.

  7. If any one or more of the provisions of these Terms should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the arbitrator, court, or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein.

  8. The headings to sections of these Terms are for convenience or reference only and do not form a part of these Terms and will not in any way affect its interpretation.

  9. Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise.

  10. For purposes of these Terms, the words and phrases “include,” “includes,” “including,” and “such as” are deemed to be followed by the words “without limitation”.

  11. Holder may give notice to Yuga Labs by contacting Yuga Labs at legal@yugalabs.io. Notice is effective upon receipt.

  12. The parties have agreed to contract electronically and, accordingly, electronic signatures or any other forms of acceptance permitted by law, will be given the same effect and weight as original signatures.