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10KTF Terms & Conditions

Last Updated: August 8, 2023

Welcome to 10KTF! Please read these Terms & Conditions (these “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of 10KTF.com and any other websites linked to 10KTF.com (the “Site”), as well as websites that post a link to these Terms, and the content, features, functionalities and services offered at 10KTF.com by Yuga Labs, Inc., (“Yuga Labs,”“we,” “us,” “our”) via the Site. The Site and the content, features, functionalities and services offered via the Site, referred to collectively hereafter as the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU 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 XII “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 XII WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION XI (GOVERNING LAW AND FORUM CHOICE) WILL STILL APPLY.

  1. BINDING AGREEMENT
    1. For the purpose of these Terms, “you” means anyone who visits or uses the Services for any purposes, at any time, for any amount of time, in any location, via any device, or via any third-party services.
    2. Access and/or use of the Services by you constitutes your unconditional acceptance of these Terms. If you do not agree with all of the provisions of these Terms, you are not authorized to access, use, or transact with or on the Services,, and must cease any access or use of the Services, and may not attempt to or actually transact with or through the Services, in each case, whether directly or indirectly.
    3. You may use the Services only if you are at least 18 years old, capable of forming a binding contract with Yuga Labs, and not otherwise barred from using the Services under applicable law or these Terms.
    4. If you are accessing or using the Services on behalf of a company, such as a company you are engaged by or work for (“Entity”):
      1. You confirm that you are fully authorized to bind such an Entity to the representations, warranties, covenants and obligations made under these Terms;
      2. You represent, warrant and covenant that you have the right, authority, and capacity to enter into these Terms on behalf of such Entity; and
      3. All references to “you” in these Terms, unless otherwise expressly stated, will be considered references to such Entity.
    5. The Services are only authorized for users in those jurisdictions that permit use of the Services under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when accessing or using the Services. Without limiting the foregoing, by accessing or using the Services, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation, to monitor where our Services are accessed from. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to or use of the Services, in whole or in part, from any geographic location, IP addresses and unique device identifiers or to any user.
    6. These Terms may, at Yuga Labs' sole discretion, be modified or replaced, in whole or in part, at any time. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You will be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Access or use of the Services by you after any modification to, or replacement of, these Terms constitutes your acceptance of these Terms as modified or replaced. If you do not agree to be bound by the modifications or replacement, you are not authorized to, and you may not, access or use the Services.
    7. We may change or discontinue all or any part of the Services at any time, and without notice, at our sole discretion. Access or use of the Services (including linking your Wallet (as defined below) to the Site or to a third-party smart contract used by the Site or designated by Yuga Labs) does not unconditionally or automatically entitle you to full use of the Services, or that we will enter into any form of commercial or other arrangement with you, other than these Terms.
  2. SPECIAL TERMS
      Certain services, offerings or content accessible on or through the Services may be subject to additional terms and conditions and other agreements (“Special Terms”) as specified by us or third parties from time to time. Any access or use of the Special NFTs will be subject to your agreement to and compliance with the applicable Special Terms. If any provision contained in these Terms conflicts with a provision of the applicable Special Terms, the provision contained in the Special Terms shall govern and control with respect to the subject matter of the Special Terms.
  3. DEFINITIONS
    1. The terms below have the following meaning when used in these Terms:
      1. “10KTF NFT” means non-fungible tokens including, including but not limited to, Blanks, Material(s), Tool(s), Combat Gear, Combat Crate(s), G Tags, some of which may be used in 10KTF’s Battle.Town as described in the Battle.Town FAQ, and any other NFT(s) made available by Yuga Labs to enable users to craft derivative NFTs associated with certain other user NFTs, or to create other NFTs, that are made available by Yuga Labs at its sole discretion, for minting or by a third party via a smart contract designated by Yuga Labs (but excluding Finished Item(s) and Special NFT(s)).
      2. “Blank(s)” means 10KTF NFT(s) associated with artwork representing blank (i.e., artwork without artistic pattern or motif) digital item(s) (e.g., a pair of sneakers, a hat or a backpack) that are made available for minting by Yuga Labs at its sole discretion, or by a third party via a smart contract designated by Yuga Labs.
      3. “Combat Gear” means 10KTF NFT(s) associated with artwork representing items meant to be used in 10KTF games, experiences, otherwise as determined by Yuga Labs at its discretion (e.g., Sock Full of Doorknobs, Combat Helmets, Combat Vests, Foam-o Sword, Flamethrower, etc.) that are made available by Yuga Labs at its sole discretion, for minting or by a third party via a smart contract designated by Yuga Labs.
      4. “Finished Item(s)” means a new NFT you have crafted and/or minted utilizing the Services that are made available by Yuga Labs at its sole discretion, for minting or by a third party via a smart contract designated by Yuga Labs, including but not limited to Special NFTs and new derivative NFTs created by you by combining (i) digital art associated with a Parent PFP NFT you lawfully own, with (ii) a Blank you lawfully own, and which may or may not require the use of Material(s), Tool(s) or Special NFT(s) (as may be stated on the Site).
      5. “G Tags(s)” means an NFT associated with artwork of a 10KTF insignia that represents that such G Tag was minted no later than May 24, 2023 by a holder utilizing the Services made available by Yuga Labs at its sole discretion, via a smart contract designated by Yuga Labs, to “recycle” (see IV.1.A. below) and burn a derivative NFT associated with both a Parent PFP NFT and a digital item (e.g., a pair of sneakers, a hat or a backpack), in exchange for such G Tag.
      6. “Material(s)” means 10KTF NFTs associated with artwork representing raw materials necessary to craft a Blank (including but not limited to, Super Clean Cotton Cloth and Roll of Rubber), that are made available by Yuga Labs at its sole discretion, for minting, or by a third party via a smart contract designated by Yuga Labs, or which can be purchased by you directly from third-party owners or on one or more third-party marketplaces or platforms.
      7. “NFT” means a non-fungible token created by a smart contract deployed to the applicable decentralized blockchain(s).
      8. “Parent NFT” means an NFT to which you have all necessary rights from one of the following listed NFT collections (as this list is updated by Yuga Labs from time to time in its sole discretion): 0N1 Force, 10KTF Gucci Grail, Bored Ape Kennel Club, Bored Ape Yacht Club, Cool Cats, CrypToadz by GREMPLIN, Gutter Cat Gang, Meebits, Moonbirds, Mutant Ape Yacht Club, Nouns, Pudgy Penguin, Forgotten Runes Wizards Cult, Wolf Game, World of Women, World of Women Galaxy, Chimpers, Deadfellaz, SuperPuma, and Renga.
      9. “Special NFT(s)” means NFT(s) associated with creative, artistic or other intellectual property licensed to Yuga Labs by third parties from time to time, which intellectual property you shall have no right, title, interest or license in or to unless expressly granted in the Terms or applicable Special Terms.
      10. “Tool(s)” means 10KTF NFT(s) associated with artwork representing items necessary to craft Blanks and made available by Yuga Labs at its sole discretion for minting, or by a third party via a smart contract designated by Yuga Labs (e.g., scissors, tape measure, etc.) which may be purchased by you directly from third-party owners or on one or more third-party marketplaces or platforms.
  4. THE SITE
    1. About the Site.
      1. Subject to your compliance with these Terms, the Site enables you to (i) mint NFTs, including but not limited to 10KTF NFTs, Finished Items and Special NFTs, (ii) “recycle” certain 10KTF NFTs and Finished Items (by burning 10KTF NFTs or Finished Items in exchange for minting new Blank NFTs from which you may mint new Finished Items), and to (iii) engage in such other minting, purchase, conversion or other transactions as Yuga Labs may enable on the Site from time to time; in each case through smart contract(s) designated by Yuga Labs.
      2. NFTs you create on the Site using Services are recorded on decentralized blockchain(s) (“Blockchain”), allowing you as the owner of the NFT to execute blockchain-based transactions (“Transactions”). WE DO NOT OWN OR CONTROL THE BLOCKCHAIN OR ANY TRANSACTIONS.
      3. We are not a marketplace, a marketplace facilitator, a broker, or a financial institution. We do not take custody or possession of any NFTs, or act as an agent or custodian for any user of the Services. If you elect to engage in any Transaction, you acknowledge and agree that each such Transaction is originated and executed by you solely through the Blockchain on which the applicable NFT is recorded.
      4. All Transactions you execute on the Blockchain are irreversible. We do not have control over Transactions or the Blockchain, or have the ability to reverse them. There are no refunds.
    2. Connections to Digital Wallet(s).
      1. In order to access certain Site features, you must first create and link a non-custodial web3 digital wallet (“Wallet”) to the Site. The Site supports linking with Wallets provided by MetaMask, and you may sign up for and create a Wallet with MetaMask at https://metamask.io, subject to all relevant MetaMask terms and conditions, as may be updated from time to time. If you create and link a Wallet from MetaMask with the Site or a third-party smart contract in relation to the Site or otherwise designated by Yuga Labs, you hereby acknowledge that ConsenSys Software Inc. is an Intermediary (defined below) and agree to abide by the MetaMask terms located at: https://consensys.net/terms-of-use/ and any other terms that MetaMask may require. You may disconnect your Wallet at any time.
      2. If you access or use the Services for the purpose of minting 10KTF NFTs, Finished Items or Special NFTs, you will be required to make payments and receive such minted items exclusively through the Wallet you have connected to the Site. We do not have the ability to reverse any payments or transactions. We will have no liability to you or to any third party for: (i) any demand, or any civil, criminal, administrative, or investigative claim, action or proceeding (including arbitration) asserted, commenced or threatened by a third party or government regulatory agency (each, a “Claim”), or (ii) any and all losses, liabilities, damages, liens and claims, and all related costs, expenses, and other charges, including reasonable attorneys' fees and disbursements, costs of investigation, litigation, settlement, and judgment, and any taxes, interest, penalties, and fines in respect of any of the foregoing (collectively, “Losses”) that may arise as a result of any blockchain transactions that you engage in via the Services.
      3. Your access and/or use of the Site or a third-party smart contract made accessible on or through the Site or designated by Yuga Labs may also be subject to certain agreements, terms or policies, or automated transactions of an app store provider or operator, smart contract, smart contract developer or administrator, crypto wallet services provider, cryptocurrency exchanges, or payment services providers (each, an “Intermediary”). As between you and Yuga Labs, in the event of any conflict between these Terms and any agreement between you and such Intermediary, these Terms will prevail and take precedence.
      4. You acknowledge that elements of every mint or transfer of Finished Item(s), and every Transaction, may be processed outside of Ethereum, off-chain, or offline. By minting and engaging in Transactions with any 10KFT NFTs, Finished Items, or Special NFTs, you consent to and accept all automated transfers of NFTs, fees, commissions, and royalties applicable in connection with such NFT(s) (if applicable), subject to the terms of these Terms and relevant Special Terms.
      5. You understand that your Wallet address will be publicly visible whenever you engage in a Transaction, and that Yuga Labs has no control over such.
    3. Transaction Fees.
      1. Activity (including minting or Transactions of any NFT) on a Blockchain, including interactions on or transactions occurring through smart contracts, may require the payment of transaction fees sometimes known as “gas fees” (“Transaction Fees”).
      2. Yuga Labs may, from time to time in its sole discretion, pay Transaction Fees on your behalf. If Yuga Labs does cover any Transaction Fees, it does so on a strictly non-precedential basis, and any offer to cover any Transaction Fees may be revoked at any time prior to you taking all actions necessary for Yuga Labs to cover such Transaction Fees in such applicable situation.You further acknowledge that Yuga Labs may add or deduct Transaction Fees in future Transactions or when you engage in new Transactions in future.
      3. Prior to completion of a Transaction, Transaction Fees you are required to pay in order to complete the same will be communicated to you by your Wallet provider, and you agree to pay such Transaction Fees. You acknowledge and agree that any Transaction Fees you are required to pay are non-refundable in all circumstances. If you fail to pay any Transaction Fees, you acknowledge and agree that a Transaction may not be completed, and in any case, whether such Transaction is completed or not, shall not be the responsibility of Yuga Labs.
    4. Taxes.
      1. You are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of or interaction with the Services (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any 10KTF NFT).
      2. You are responsible for withholding, filing, and reporting all taxes duties and other governmental assessments associated with your activity in connection with the use of or interaction with the Services.
    5. 10KTF Fees.

        Transactions facilitated by the Services may be subject to fees that Yuga Labs collects, as posted on the Site or otherwise set forth in these Terms (“10KTF Fees”), and you agree to pay such fees. You acknowledge and agree that the payment of 10KTF Fees shall, in certain circumstances, be programmed to be self-executing via the smart contract used to execute the applicable Transaction.

    6. NFT Risk of Transfer.
      1. All risk in and responsibility with regard to activities you undertake on or through the Site or in connection with the Services regarding NFTs will transfer to you once you have completed such activities on the Site and the applicable NFTs have been transferred to your Wallet. The exact time at which risk is transferred may be determined at Yuga Labs' discretion, including through observation of the transfer on the blockchain on which the 10KTF NFTs, Finished Item or Special NFTs are stored.
      2. We are not responsible for any uses you make of 10KTF NFTs, Finished Items, or Special NFTs, or for any future transfers you make of any of the same.
      3. Any and all disclaimers and limitations of liability made by Yuga Labs under these Terms shall survive and not be terminated or relinquished due to any subsequent sale, transfer, dispossession, burning, or other relinquishment of the Finished Item by you.
  5. INTELLECTUAL PROPERTY
    1. Site.
      1. Yuga Labs (or, as applicable and as determined by Yuga Labs or its licensors) owns all legal right, title and interest in and to all elements of the Site it has created, including text, images, graphics, design, systems, methods, information, computer code, software, services, 'look and feel', organization, compilations, code, data, photographs, articles, images, illustrations, audio, audiovisual, video, and all other elements of the Site (collectively, “Yuga Labs Materials”).
      2. All trademarks, service marks, trade names, product names, brand names, logos, trade dress, slogans and designs, whether or not appearing with a trademark symbol and whether or not registered, that are contained or depicted in the Yuga Labs Materials or otherwise accessible through the Services belong exclusively to Yuga Labs or their respective owners (including Yuga Labs brand partners), and are protected from use, misuse, reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws.
      3. You agree and undertake at all times to abide by all copyright notices, trademark rules, information, and restrictions contained in any Yuga Labs Materials featured on or accessed through the Services.
      4. The technology and the software underlying the Services is the sole and exclusive property of Yuga Labs.
      5. Except as expressly set forth herein, your use of the Services does not grant you ownership of any rights with respect to any Yuga Labs Materials.
      6. You shall not at any time:
        1. Use, copy, reproduce, modify, translate, store, post, submit, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Yuga Labs Materials or other proprietary rights not owned by you, (i) without Yuga Labs' express prior written consent and that of any applicable respective rights owners, or (ii) in any way that violates any third party rights; or
        2. Modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly permitted by these Terms), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Yuga Labs Materials, software, materials, or the Services in whole or in part.
      7. Yuga Labs reserves all rights in and to the Yuga Labs Materials not expressly granted to you in these Terms.
    2. Feedback.
      1. You may choose to provide us with suggestions, comments, thoughts, modifications or ideas regarding or about the Services, including without limitation information or opinions about how to modify or improve the Services (“Feedback“) at [email protected].
      2. By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without compensation to You, and to disclose such Feedback to third parties (including on a non-confidential basis, or otherwise).
      3. You hereby grant us a royalty-free perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
    3. NFTs.
      1. Each lawful holder of a Finished Item, a 10KTF NFT or a Special NFT (“Holder”) does not own any rights in the digital art associated with or featured in the Finished Item, 10KTF NFT or Special NFT (“Art“) unless such right or license is expressly granted to Holder: (i) under the terms applicable to the relevant Parent NFT (“Parent NFT Terms“), (ii) under these Terms by Yuga Labs, or (iii) by Yuga Labs or a third-party licensor under the Special Terms. In the event of conflict between the rights granted to you under these Terms and the rights granted to you under the Parent NFT Terms or the Special Terms, the rights granted under the Parent NFT Terms or the Special Terms, as applicable, will prevail.
      2. All rights not expressly granted herein or in the applicable Special Terms are reserved by Yuga Labs and its third-party licensors.
      3. Subject to Holder's compliance with these Terms, for so long as Holder holds a Finished Item, 10KTF NFT or Special NFT, Yuga Labs grants to Holder 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) the Art associated with Holder's Finished Item, 10KTF NFT or Special NFT solely for Holder's own personal, non-commercial use, including (i) for home display, display in a virtual gallery, or as a social media avatar; and (ii) to create a reasonable number of back-up copies and a physical print out, each to be retained only for so long as Holder owns the associated Finished Item or 10KTF NFT.
      4. Except as expressly authorized (i) under the Parent NFT Terms, or (ii) by Yuga Labs or by a third party licensor under the Special Terms, Holder may not use the Art associated with Holder's 10KTF NFTs, Finished Items, or Special NFTs:
        1. 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;
        2. in a manner that violates applicable law;
        3. in a manner that would be prejudicial to the honor or reputation of Yuga Labs, Parent NFT creators, Yuga Labs' licensors or creators of Art associated with any Special NFT;
        4. for any commercial purpose (including, without limitation, as advertising, marketing, creating, making or manufacturing any product or service); or
        5. to mint, tokenize, or create (or attempt to mint, tokenize, or create) an additional cryptographic token representing the same 10KTF NFTs, Finished Items or Special NFTs, whether on or off of the Site.
      5. Ownership of a 10KTF NFT, Finished Item or Special NFT, and the license granted in Section V(3)(C) are not separable in any way. Holder may not engage in any transaction or activity that purports to decouple or separate the license granted in Section V(3)(C) from Holder's 10KTF NFT, Finished Item or Special NFT.
      6. Upon the transfer of Holder's 10KTF NFT, Finished Item or Special NFT to a new holder, as recorded or reflected by the applicable smart contract, Holder's license granted in Section V(3)(C) shall immediately and automatically terminate.
      7. The license granted in Section V(3)(C) applies only to the 10KTF NFT, Finished Item or Special 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 10KTF NFTs, Finished Items or Special NFTs, only the non-fungible token recorded on the Blockchain designated by Yuga Labs will be eligible to receive the benefit of the license granted in Section V(3)(C). 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.
    4. Your Intellectual Property.
      1. As between Yuga Labs and you, you retain all right, title and interest in and to the digital art associated with any Parent NFT that you own (provided, the foregoing shall not be construed as Yuga Labs granting any right, title or interest in or two the Parent NFT, all of which rights, title and interest shall be determined between you and the creator of such Parent NFT or the digital art associated therewith). By using the Services to create a Finished Item or Special NFT, you hereby grant to Yuga Labs a non-exclusive, worldwide, royalty-free, fully paid-up license, with the right to sublicense through multiple tiers, under all of your rights to the digital art associated with the Parent NFT used to create the Finished Item or Special NFT to: (i) facilitate the creation of the Finished Item or Special NFT, (ii) exercise your commercial rights (if any), or (iii) create physical goods using any and all characteristics of the Parent NFT(s), (as the case may be), and to enable the transfer Finished Item(s) or Special NFTs to your Wallet, if applicable.
      2. You represent and warrant that (i) you have (and will have) all rights that are necessary to grant us the rights in the art associated with your Parent NFT granted under these Terms; and (ii) neither your Parent NFT, nor any use of your Parent NFT or associated digital art by Yuga Labs as set forth in these Terms will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You are solely responsible for ensuring that you are in compliance with the Parent NFT Terms, and that any rights that you grant in connection with such art for purposes of these Terms do not violate the applicable Parent NFT Terms.
    5. Digital Millennium Copyright Act.
      1. Third Party Rights. Yuga Labs respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services.
      2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Services, you may contact our Designated Agent at the following address:

        Yuga Labs, Inc.
        Attn: Copyright Compliance
        1430 S Dixie Hwy Ste 105 1075, Coral Gables, Florida, 33146
        Email: [email protected]

      3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
        1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
        2. a description of the copyrighted work or other intellectual property right that you claim has been infringed;
        3. a description of the material that you claim is infringing and where it is located on the Services;
        4. your address, telephone number, and email address;
        5. a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
        6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner's behalf.
        Your Notification of Claimed Infringement may be shared by Yuga Labs with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Yuga Labs making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
      4. Repeat Infringers. Yuga Labs' policy is to: (a) remove or disable access to material that Yuga Labs believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Services; and (b) to disable and block smart contract access to (and, in the event that Yuga Labs establishes user accounts, to terminate the accounts of and block access to) the Services by any user who repeatedly or egregiously infringes other people's copyright or other intellectual property rights.
      5. Counter Notification. If you receive a notification from Yuga Labs that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Yuga Labs with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Yuga Labs' Designated Agent through one of the methods identified in Section (V)(6)(B), and include substantially the following information:
        1. your physical or electronic signature;
        2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
        3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
        4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Yuga Labs may be found, and that you will accept service of process from the person who provided notification under Section (V)(6)(B) above or an agent of that person.
        A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party's obligations to provide a valid counter notification under the Copyright Act.
      6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Yuga Labs in response to a Notification of Claimed Infringement, then Yuga Labs will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Yuga Labs will replace the removed content or cease disabling access to it in 10 business days, and Yuga Labs will replace the removed content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Yuga Labs' Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Yuga Labs' system or network.
      7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Yuga Labs relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Yuga Labs reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
  6. CODE OF CONDUCT
    1. Appropriate Behavior.
      1. You may not any time:
        1. Use, display, mirror, or frame in any way the Services or any individual element within the Services, Yuga Labs' name, any Yuga Labs trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Yuga Labs' express written consent;
        2. Access, tamper with, or use in any way non-public areas of the Services, Yuga Labs' computer systems, or the technical delivery systems of Yuga Labs' providers;
        3. Attempt to or actually probe, scan, or test in any way the vulnerability of (or lack of vulnerability of) any system or network (collectively, “Systems”), or breach any security or authentication measures, available or accessible through, or related to, the Services;
        4. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent, in any way, any measure implemented by Yuga Labs or any of Yuga Labs' providers or any other third party (including another user) to protect the Services or any element thereof of any;
        5. Attempt to or actually access or search the Services, or download content (or any element thereof) from the Services, using any engine, software, tool, agent, device, or other mechanism (including spiders, robots, crawlers, data mining tools or the like) or modality other than the software and/or search agents expressly provided by Yuga Labs or other generally available third-party web browsers;
        6. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
        7. Use any meta tags or other hidden text or metadata utilizing a Yuga Labs trademark, logo URL or product name without Yuga Labs' express written consent;
        8. Use the Services in any way to send altered, deceptive or false source-identifying information;
        9. Attempt to or actually modify, adapt, translate, decipher, decompile, disassemble, or reverse engineer any portion of the Services or any of the Systems;
        10. Use the Services to conduct any activity that is fraudulent, dishonest (including shill bidding or price manipulation), abusive, or that violates or infringes the legal rights of others (including but not limited to, rights or privacy, publicity and intellectual property);
        11. Act in relation to Yuga Labs, any Work(s), the Services or the 10KTF NFTs, Finished Items or Special NFTs in contravention of any applicable laws or regulations (including, without limitation, terrorism, tax evasion, money laundering, or using the Services to conceal or transfer proceeds or assets relating to criminal activity or to pay for a 10KTF NFT, Finished Item or Special NFT for any other reason than to obtain the 10KTF NFT, Finished Item or Special NFT as the case may be);
        12. Use the Services to violate or attempt to violate the security of any computer network, crack passwords or security encryption codes, to transfer or store illegal material including that are deemed threatening or obscene, or conduct any form of cyber-attack, hack, denial-of-service attack or similar;
        13. Use the manual or automated software, devices, or other processes to “crawl” or “spider” any page or Yuga Labs Materials of the Services or to decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services;
        14. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services or any Systems;
        15. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
        16. Impersonate or misrepresent your affiliation with any person or entity, including but not limited to Yuga Labs or any representative or agent thereof;
        17. Exploit the Services for any unauthorized commercial purpose;
        18. Fabricate in any way any Transaction or process related thereto;
        19. Disguise or interfere in any way with the IP address of the computer you are using to access or use the Services, or that otherwise prevents us from correctly identifying the IP address and geographic location of the computer you are using to access the Services;
        20. Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;
        21. Violate any applicable law or regulation; or
        22. Directly or indirectly encourage or enable any other individual to do any of the foregoing.
      2. Yuga Labs reserves the right to monitor access to or use of the Services for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. Yuga Labs reserves the right to remove or disable access to the Services (or any element or content therein or thereof), at any time and without notice and to take appropriate legal action, including without limitation, referral to law enforcement authorities, for any use that Yuga Labs deems in its sole discretion to be potentially illegal or unauthorized.
      3. You agree to report suspicious activity of other Yuga Labs users. If you suspect that one or more Yuga Labs users are in violation of these Terms, you must promptly inform the Yuga Labs team at [email protected].
  7. TERMINATION
    1. Yuga Labs reserves the right to terminate, suspend, or restrict your access to and/or use of the Services at our sole and absolute discretion and without notice, in addition to all other legal rights and remedies available to us. Such suspension or termination shall not constitute a breach of these Terms by Yuga Labs. Such restrictions may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services. Under no circumstances shall Yuga Labs or Yuga Labs Indemnified Parties (as defined below) be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to or use of the Services.
    2. Yuga Labs has the absolute authority to delete or modify inactive users of the Services at its sole discretion.
    3. All provisions of these Terms which by their nature are intended to continue shall survive termination, including those sections of the Terms relating to exclusions and limitations of liability, intellectual property restrictions and ongoing use of your data.
    4. Termination of these Terms or suspension or cessation of your access to the Services shall not affect Yuga Labs' accrued rights and liabilities up to the time of such termination, suspension or cessation.
  8. LIABILITY
    1. Your representations, warranties and covenants.
      1. You hereby represent, warrant and covenant that:
        1. You are knowledgeable, experienced, and sophisticated in using blockchain technology, and that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, NFTs, 10KTF NFTs, Parent NFT, Finished Items, Special NFTs, digital Wallets, and cryptocurrencies to understand these Terms and to appreciate the risks and implications of using the Services or any smart contract and purchasing NFTs;
        2. You have obtained sufficient information to make an informed decision to purchase an NFT or a 10KTF NFT, in connection with a Transaction, and/or the minting and transferring of a Finished Item; and
        3. The risk and responsibility for initiating, interacting with, participating in Transactions, minting and transferring any Finished Item and take full responsibility and liability for the outcome of Transactions in which You participate or the minting and transferring of any Finished Item, whether or not the smart contracts, the Services, or any other participants behave as expected or intended.
      2. At Yuga Labs' sole discretion exercised from time to time, 10KTF NFTs may be purchased in Ether or ApeCoin and Yuga Labs may at any time add, modify, remove or change the cryptocurrencies with which 10KTF NFTs may be purchased (“Cryptocurrency”). By making any such Cryptocurrency payments for 10KTF NFTs, you represent, warrant and covenant on each such occasion that you are the lawful holder of such Cryptocurrency. You further acknowledge that Yuga Labs has no liability for your payment not being received, including, but not limited to, instances where payment through the blockchain is unsuccessful. It is solely your responsibility to confirm with, as applicable, Yuga Labs or your third-party Wallet provider, that the payment has been received.
    2. Disclaimer
      1. THE SERVICES, YUGA LABS MATERIALS, 10KTF NFTS, FINISHED ITEMS AND SPECIAL NFTS (IF ANY) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THE AVAILABILITY OR QUALITY OF ANY 10KTF NFT, FINISHED ITEM OR SPECIAL NFT OR SPECIAL NFT, OR THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
      2. UNDER NO CIRCUMSTANCES WILL YUGA LABS BE LIABLE TO YOU IN ANY WAY FOR:
        1. ANY ERRORS, MISTAKES, OMISSIONS, OR INACCURACIES RELATING TO ANY YUGA LABS MATERIALS, 10KTF NFT(S), FINISHED ITEM, SPECIAL NFT, THE SERVICES OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY YUGA LABS MATERIALS POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, OR USE OR ACCESS OF THE SERVICES,10KTF NFT(S), FINISHED ITEM OR SPECIAL NFT;
        2. LOSS OR DAMAGED CAUSED BY ANOTHER USER'S VIOLATION OF THESE TERMS, INCLUDING ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OTHER FEATURES OF THE SERVICES;
        3. ANY RESTITUTION OR COMPENSATION FOR LOSS OF PROFITS, REVENUES, OR DATA;
        4. THE ACTS OR OMISSIONS OF ANY THIRD PARTIES, NOR FOR ANY DAMAGE THAT YOU MAY SUFFER AS A RESULT OF YOUR TRANSACTIONS OR ANY OTHER INTERACTION WITH ANY THIRD PARTIES, INCLUDING THIRD-PARTY PROVIDERS THAT PROVIDE WALLET SERVICES OR THAT STORE THE 10KTF NFT(S) OR FINISHED ITEM(S).
      3. EACH NFT, INCLUDING WITHOUT LIMITATION A 10KTF NFT AND FINISHED ITEM, IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE APPLICABLE BLOCKCHAIN. ANY TRANSFER OF OWNERSHIP THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE APPLICABLE BLOCKCHAIN, WHICH YUGA LABS DOES NOT CONTROL.
      4. YUGA LABS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS, DAMAGE OR DIMINUTION IN CONNECTION WITH ANY NFT OR ART AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR INABILITY TO USE THE SERVICES OR ANY NFT, INCLUDING BUT NOT LIMITED TO ANY LOSSES 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 THE SERVICES OR ANY NFT; OR (VI) THE ACTS OR OMISSIONS OF ANY THIRD PARTY.
      5. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS. IF YOU ARE IN SUCH A JURISDICTION, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT OUR LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED BY APPLICABLE LAW.
    3. Limitations of Liability.
      1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER YUGA LABS NOR ITS LICENSORS, AFFILIATES, REPRESENTATIVES, STOCKHOLDERS, SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “YUGA LABS INDEMNIFIED PARTIES”) SHALL BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE 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 THE SERVICES OR ANY NFT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHER THEORIES OF LAW, EVEN IF THE YUGA LABS INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
      2. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ALL YUGA LABS INDEMNIFIED PARTIES WITH RESPECT TO THE SERVICES, OR THE SUBJECT MATTER OF THESE TERMS EXCEED US$100.
      3. BY ACCESSING OR USING THE SERVICES, INCLUDING WITHOUT LIMITATION, MINTING AN NFT OR ENGAGING IN A TRANSACTION ON THE SERVICES, YOU ACKNOWLEDGE THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YUGA LABS AND YOU.
    4. Excluded Risks.
      1. You acknowledge and agree that there are risks associated with purchasing, holding, and using cryptocurrency and NFTs, being activities that may involve experimental or unproven technology of undetermined stability and security. You expressly acknowledge and assume all risks including total loss, forfeiture of your digital currency or NFT, other losses in connection with an NFT or its associated digital art, or lost opportunities to buy or sell NFTs. You acknowledge and agree that Yuga Labs assumes no liability or responsibility for any smart contract, internet, or Blockchain-related failures, risks, or uncertainties including but not limited to:
        1. Blockchain features, development, malfunctions, technical errors or other issues, including corrupted or otherwise inaccessible digital wallets and files, server failure, data loss, inability to access applications, inability to access or transfer the 10KTF NFT, Finished Item or Special NFT inability to access or display the 10KTF NFT, Finished Item or Special NFT, bugs, malfunctions, timing errors, and similar;
        2. changes to the rules of the Blockchain such as forks and technical node issues;
        3. unexpected surges in activity, heightened technical difficulties, or other operational or technical difficulties that may cause interruptions to or delays on the Services;
        4. the behavior or output of any software or hardware;
        5. unauthorized access to the Services or any NFT;
        6. cyber-attacks, hacking, theft, and other unauthorized third-party activities on the Ethereum or other networks including, without limitation, the use of viruses, phishing, sybil attacks, 51% attacks, bruteforcing, or other means of attack against the Services, Wallet, or Cryptocurrency-compatible browser or wallet, and bugs, viruses, trojan horses, malicious software, or similar which may be transmitted on or through the Services, mining attacks, cybersecurity attacks, weaknesses in, or breaches of, Yuga Labs security; and
        7. user error, such as forgotten passwords, incorrectly constructed transactions, or mispelled wallet addresses.
    5. Equipment and Connectivity.
      1. You shall be responsible for obtaining and maintaining any equipment or ancillary Services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, software, and telecommunications connectivity.
      2. You acknowledge and agree that Yuga Labs is not responsible for any losses, damages or claims arising from equipment failure, telecommunications failure, server failure or data loss, or a breakdown or problems with any internet connection, computer, mobile device or system.
    6. Security.
      1. You are solely responsible for:
        1. the security of Your Wallet (and any and all other wallets and accounts) including for protecting Your passwords, personal identification numbers or any other codes that You use to interact with the Services or access your Wallet;
        2. ensuring that Wallets registered under your name will not be used by any other person; and
        3. implementing reasonable measures for securing the Wallet or other storage mechanism you use to receive and hold the 10KTF NFT, Finished Item or Special NFT, including any required private key(s) or other credentials necessary to access such storage mechanism(s);
        4. taking all precautions necessary or reasonable to protect yourself, your computer systems and other property from viruses, worms, Trojan horses, and other harmful code.
        5. If your private key(s) or other access credentials to your Wallet are lost, you may lose access to your 10KTF NFT, Finished Item or Special NFT. Yuga Labs is not responsible for any such losses, including, but not limited to, losses arising from third-party service providers.
    7. Compliance with Laws and Regulations.
      1. You acknowledge and represent that there is substantial uncertainty as to the characterization of NFTs, including but not limited to 10KTF NFTs, Finished Items or Special NFTs under applicable laws. You represent, warrant and covenant that your purchase of any 10KTF NFT, minting of any Finished Items or use of any Special NFT complies with applicable laws and regulation in your jurisdiction, and you undertake to assume liability for any unfavorable legal, legislative, or regulatory determinations or actions in one or more jurisdictions (including, with respect to NFTs or Cryptocurrency(ies)),
      2. You acknowledge that we do not provide any assurances that you will be able to receive the 10KTF NFT, Finished Item or Special NFT or Special NFT. We do not provide any application or other service to enable you to receive the 10KTF NFT, and it is your responsibility to procure a Wallet compatible with the Services or any smart contract used by the Services or designated by Yuga Labs to allow the transfer of any 10KTF NFT to you.
    8. Indemnity.
      1. You agree to indemnify and hold Yuga Labs, its parents, subsidiaries, affiliates, licensors, and their officers, directors, agents, and employees, harmless from and against any Claims and related Losses arising out of or in connection with:
        1. your access to the Services, use of the Services, any Transaction(s), or your violation of these Terms or any Special Terms;
        2. any alleged or actual infringement by you of any intellectual property or other right of any other person or third party, including, without limitation, intellectual property or other right of the creator of a Parent NFT;
        3. any alleged or actual violation of law by you; or
        4. any allegation that you are in breach of or have failed to comply with any Parent NFT Terms.
  9. MATERIALS SUBMISSIONS

    The following terms (“Submission Terms”) govern the submission of any materials, images, graphics, digital assets, digital media, or content of any kind or nature that You submit (the “Materials”) to 10KTF or Yuga Labs through 10ktf.com or any other portal or social media site employed or managed by 10KTF or Yuga Labs. Please read these Submission Terms carefully before submitting Your Materials. By clicking “submit” or submitting Materials through 10ktf.com or any other portal or social media site employed or managed by 10KTF or Yuga Labs, you agree to be bound by these Submission Terms. If You do not agree to all of these Submission Terms, then you must not submit Materials.

    1. Materials License.

      By submitting Materials, for consideration the sufficiency of which You acknowledge, You grant to Yuga Labs, along with its related or affiliated companies and strategic partners, a non-exclusive, irrevocable, non-transferable, perpetual, worldwide license to use, promote, display, reproduce, distribute and otherwise exploit the Materials for commercial and non-commercial purposes, in any and all media, whether now known or hereafter devised, including, without limiting the foregoing, to reproduce the Materials on its websites or otherwise, to manufacture and sell products incorporating the Materials (including derivative products) through its websites or otherwise, and to use the Materials in promotional materials.

    2. Representations and Warranties.
      You hereby represent that:
      1. You own the Materials;
      2. You have all the necessary rights, consents, and authorizations required to license the Materials according to these Submission Terms;
      3. the Materials are not abusive, obscene, pornographic, threatening, harassing, defamatory, unlawful, hateful, or otherwise objectionable;
      4. the Materials do not violate the privacy or publicity rights of any third party;
      5. the Materials do not infringe upon the intellectual property rights of any third party; and
      6. You are over the age of 18.
    3. Miscellaneous.

      You hereby agree to indemnify, defend and hold harmless Yuga LabsYuga Labs and its affiliates and partners, and each of its and their respective officers, directors, employees, agents, successors and assigns from and against any and all Losses incurred in connection with any third party Claims arising out of or relating to the Materials and/or Your breach of these Submission Terms. Yuga Labs MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE USE OF THE MATERIALS. YOU EXPRESSLY AGREE THAT YUGA LABS SHALL NOT BE LIABLE OR RESPONSIBLE FOR USE OF THE MATERIALS AND WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING THEREFROM, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, OR IF OTHER LAWS APPLY TO YOU THAT CONFLICT WITH THESE SUBMISSION TERMS, YOU AGREE NOT TO SUBMIT ANY MATERIALS.

  10. LINKS TO THIRD PARTY WEBSITES OR RESOURCES

    The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge that you have sole responsibility for, and assume all risk arising from, your use of any third-party resources.

  11. 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 Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section XII “DISPUTE RESOLUTION,” the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in Delaware, and You and Yuga Labs each waive any objection to jurisdiction and venue in such courts.

  12. DISPUTE RESOLUTION
    1. Informal Resolution of Disputes. You and Yuga Labs must first attempt to resolve 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 Services (collectively, “Disputes”) informally. Accordingly, neither you nor Yuga Labs may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver Your written notices via hand or first-class mail to us at Yuga Labs 1450 S Dixie Hwy Ste 105 1075, Coral Gables, FL 33146. Notwithstanding the foregoing, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights at any time.
    2. Mandatory Arbitration of Disputes. We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and Yuga Labs agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that You and Yuga Labs are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
    3. Exceptions. As limited exceptions to Section XII (2) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
    4. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

      Any arbitration hearings will take place in the county (or parish) where You live, with provision to be made for remote appearances to the maximum extent permitted by the AAA Rules, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.

    5. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we will pay all of our attorneys' fees and costs and will not seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.
    6. Injunctive and Declaratory Relief. Except as provided in Section XII(3) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
    7. Class Action Waiver. YOU AND YUGA LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
    8. Severability. With the exception of any of the provisions in Section XII(7) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
  13. GENERAL
    1. Electronic Communications.
      1. When You use the Services, or send emails to us, you are communicating with us electronically.
      2. You agree that we may communicate with You electronically. Such electronic communications may consist of e-mail, notices posted on the Services, “push” mobile notification, and other communications.
      3. You agree that all agreements, notices, disclosures, and other communications we send to You electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to these Terms.
    2. Confidentiality of Certain Communications. You may voluntarily contact Yuga Labs to report serious misuses of the Services including, for example, suspicious market activity, hate speech, or other serious violations of these Terms. You agree to keep confidential all private correspondence with any members of the Yuga Labs team pertaining to another member's alleged violation of these Terms or other inquiries about Yuga Labs' policies.
    3. Force Majeure. Yuga Labs will not be responsible for any failure to meet any obligation which Yuga Labs has under these Terms which is caused by circumstances beyond our or Your control including but not limited to epidemic, pandemic, strikes, lock-outs, fire, flood, natural disasters, war, armed conflict, terrorist attack, nuclear incident, and chemical contamination.
    4. Severability. If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be enforced to the maximum extent permissible and will not affect the enforceability of any other provisions.
    5. Assignment. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms without the prior written consent of Yuga Labs. Any attempt to assign without the prior written consent of Yuga Labs will be void. Yuga Labs may freely assign or transfer these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their permitted successors and assigns or transferees.
    6. Waiver. No failure or delay by Yuga Labs in exercising any right, power or remedy will operate as a waiver of that right, power or remedy, and no waiver will be effective unless it is in writing and signed by an authorized representative of Yuga Labs. If Yuga Labs waives any right, power or remedy, the waiver will not waive any successive or other right, power or remedy Yuga Labs may have.
    7. Third Party Beneficiaries. These Terms are entered into solely between Yuga Labs and you. Except for the Yuga Labs Indemnified Parties, these Terms will not be deemed to create any rights in any third parties, or to create any obligations of a contracting party to any third parties.
    8. Contact Us. If You have any questions in connection with these Terms or the Services, please send an email to [email protected].
Disclosures
Gucci Grail Terms of Services