Legends of the Mara Decoupling Terms of Service

Last Updated: April 4, 2023

These Terms of Service (“Terms”) are a legal agreement between you and Yuga Labs, Inc. (“Yuga Labs”, “we”, “us”, and “our”) regarding the Experience (as defined below), and any other services we provide relating to the Experience, including but not limited to your access and/or use of the Site. “Experience” means the access or use of that is accessible via lotm.otherside.xyz to seek to, attempt to or actually interact with certain software accessible therethrough (including, but not limited to, one or more smart contracts, each, a “Smart Contract”) resulting in “burning” of one non-fungible token (“NFT”) and receiving up to three (3) New NFTs (as defined below) (such process, the “Decoupling”) and any documentation, software, updates, New NFTs, and Content (each defined below) included in, accessible during, or the result of participating in the Experience. To make these Terms easier to read, the Experience, the Site and any other services we provide relating to the Experience are collectively called the “Services.”

NOTICE ON PROHIBITION OF RESTRICTED PERSONS: THE EXPERIENCE AND SERVICES ARE NOT OFFERED TO AND MAY NOT BE ACCESSED OR USED BY PERSONS OR ENTITIES WHO: (A) RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY (AS DEFINED BELOW); OR (B) LISTED ON THE OFAC SPECIALLY DESIGNATED NATIONALS, BLOCKED PERSONS LIST, OR ANY OTHER CONSOLIDATED PROHIBITED PERSONS LIST AS DETERMINED BY ANY APPLICABLE GOVERNMENTAL AUTHORITY (EACH SUCH PERSON OR ENTITY, A “RESTRICTED PERSON”).

FOR THE PURPOSES OF THE 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.

WE DO NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE A RESTRICTED PERSON, YOU ARE NOT PERMITTED TO, AND ARE INSTRUCTED, NOT TO ATTEMPT TO, USE THE ANY RELATED SERVICES. USE OF A SCHEME, ARTIFACE, METHOD OR MEAN (E.G., A VIRTUAL PRIVATE NETWORK), WHETHER DIRECT OR INDIRECT, THAT IS INTENDED OR REASONABLY LIKELY TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED, AND YOU ARE HEREBY ORDERED TO EXIT FROM THE SITE AND IMMEDIATELY CEASE ANY FURTHER USE OF 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 US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 (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 17 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 16 (GOVERNING LAW AND FORUM CHOICE) OR RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.

1. Agreement to Terms.

By accessing and/or using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you are prohibited from seeking to or actually accessing or using the Services. Anything you purchase or receive from or through access or use of the Services is non-refundable and certain interactions within the Experience may be permanent or irreversible, and are outside of the control of Yuga Labs. For the avoidance of doubt, “burning” your Otherdeed NFT, and receiving a New NFT, in each case as described in Section 7(a), is permanent and irreversible.

2. Privacy Policy.

Please review our Privacy Policy, which also governs your access and use of the Services, for information on how we (or our third-party representatives or affiliates) collect, use and share your information.

3. Eligibility and Access.

To access and use the Services:

  • (a) you must be (i) the owner of an Otherdeed NFT minted by smart contract with an address 0x34d85c9CDeB23FA97cb08333b511ac86E1C4E258 (an “Otherdeed NFT”) or otherwise granted access by Yuga Labs in its sole discretion and (ii) at least 18 years of age (or such other minimum age as is applicable in the jurisdiction you live in) and not otherwise barred from using the Services under these terms or applicable law. You may not use or access our Services on behalf of a legal entity or for a commercial purpose.
  • (b) you must connect to the Site with an Ethereum network-compatible wallet(s) owned by you that holds the Otherdeed NFT to access certain aspects of the Services.

Notwithstanding the foregoing, we reserve the right, at any time, in our sole discretion, to block access to all or part of the Services for any reason in our sole discretion.

4. License.

  • (a) License Grant. So long as you comply with these Terms, we grant you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to access and use the Services, including any Content, for your personal entertainment purposes, leveraging only the functionality of the Experience and Services. We and our licensors reserve all rights not granted to you in these Terms. “Content” means all NFTs, artwork, titles, themes, objects, characters, names, dialogue, catch phrases, stories, animation, concepts, sounds, audio-visual effects, methods of operation, musical compositions, New NFTs (as defined below) and any other content within or accessible through the Services.
  • (b) User Content. “User Content” means any Content that you post or otherwise make available while accessing or using the Services, including your digital wallet address and any Otherdeed NFTs held in a digital wallet that you connect to the Site. By making any User Content available while accessing or using the Services, you hereby grant to us a non-exclusive, transferable, worldwide, royalty-free, irrevocable, perpetual license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services to you and to other users of the Services and otherwise as necessary to comply with applicable laws. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms, including that you are the lawful owner of any Otherdeed NFT that you use in connection with the Experience. We may, in our sole discretion, remove, edit, or disable any User Content from the Services at any time and for any reason, including if we determine that the User Content violates these Terms. We do not assume any responsibility or liability for User Content, for removing it, or not removing it or other Content. We do not pre-screen or review any User Content, and do not approve or endorse any User Content that may be available on the Services or our other services.
  • (c) Service Limits Based on Where You Live. We may restrict, modify, or limit your access to any or all of the Services, depending on the territory in which you are located. Without limiting the foregoing, the Services may not be available (in whole or in part) where you are located.
  • (d) Minimum Requirements. The Experience may have minimum requirements for the devices and systems on which you wish to access the Experience. We may publish these minimum requirements on the Site and/or otherwise notify you in writing. For an optimal Experience, please ensure that your devices and systems will meet these requirements before accessing the Experience. We are not liable if you fail to meet these requirements or if we do not provide these requirements.
  • (e) Health Warning. The Experience may contain flashing lights, images, other luminous stimulations and/or loud noises which may induce epileptic seizures or result in other adverse physical, mental or emotional results in certain individuals. If you or anyone in your household has any condition that may be triggered or otherwise impacted by any of the foregoing, including but not limited to epilepsy, please consult your doctor before accessing the Experience. If you experience dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, or convulsions while playing, please immediately discontinue accessing the Experience and consult your doctor.

5. License Restrictions.

You agree not to do any of the following with respect to the Services, as determined by us in our sole discretion, as applicable:

  • (a) use them commercially, for a promotional purpose, or for the benefit of any third party or in any manner not permitted by these Terms;
  • (b) use, or provide, any unauthorized third-party programs that intercept, emulate, or redirect any communication between the Services and Yuga Labs or that collect information about the Services;
  • (c) use, or provide ancillary offerings to anyone, that are not offered within the Services by us, such as hosting, “leveling” services, mirroring our servers (or those operated on our behalf), matchmaking, emulation, communication redirects, mods, hacks, cheats, bots (or any other automated control), trainers and automation programs that interact with the Services in any way, tunneling, third party program add-ons, and any interference with online or network play, or any other action, whether direct or indirect, whether carried out automatically or manually, that is substantially similar to the intent, effect or purpose of any of the foregoing;
  • (d) access or use them on more than one device simultaneously in violation of these Terms;
  • (e) copy, reproduce, distribute, display, mirror, frame or use them (or any of our other materials, intellectual property, or proprietary information) in a way that is not authorized by Yuga Labs;
  • (f) sell, rent, lease, license, distribute, or otherwise transfer, in whole or in part, the Services, including, without limitation, New NFTs, including participating in or operating so called “secondary markets” for New NFTs or Content, unless you are expressly permitted to do so under applicable license agreements;
  • (g) attempt to reverse engineer (except as otherwise permitted by applicable local law), derive source code from, modify, adapt, translate, datamine, decompile, or disassemble or make derivative works based upon, in whole or in part, the Services;
  • (h) remove, disable, circumvent, or modify any technological measure implemented to protect them or any of their associated intellectual property;
  • (i) attempt to probe, scan or test its vulnerability or breach any security or authentication measures;
  • (j) access, tamper with, or use non-public areas of the Services;
  • (k) behave in a manner which is detrimental to the enjoyment of the Services by other users as intended by us, in our sole judgment, including, without limitation, harassment, use of abusive or offensive language, game abandonment, game sabotage, spamming, social engineering, or scamming, or contrary to public morals or public policy;
  • (l) engage in any behavior, or upload, publish, submit or transmit any User Content, that actually or allegedly: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, contractual rights, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive, including “trolling;” (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent, bullying, or threatening or promotes violence, money laundering or gambling, terrorism, or actions that are threatening or disrespectful to any person or entity; or (vii) promotes illegal or harmful activities or substances; provided, the determination of whether such behavior causes any of the foregoing, shall be made in our sole discretion, which shall be final, binding and non-appealable;
  • (m) 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 of its users;
  • (n) collect or store any information that could be used to identify an individual, either itself or combined with other information, from the Services from other users of the Services without their express permission;
  • (o) trespass, or attempt to gain access to a property or location where you do not have permission to be or engage in any activity that may result in injury, death, property damage (including any damage to data or technology systems), nuisance or other liability;
  • (p) impersonate or misrepresent your affiliation with any person or entity, or deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
  • (q) use IP proxying or other methods to disguise the place of your residence, whether to circumvent geographical restrictions on the Services or for any other purpose;
  • (r) use the Services in any way that would affect us adversely or reflect negatively on us or the Services or Yuga Labs; or
  • (s) directly or indirectly encourage, promote, take part in or enable anyone else to do any of the foregoing.

6. Ownership of the Services.

We and our affiliates and licensors own all title, ownership and intellectual property rights in the Services. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. You understand and agree that you have no ownership interest in the Services. Subject to applicable privacy laws, although we are not obligated to monitor access to or use of the Services or to review or edit any Content, we have the right to do so for the purpose of operating and publishing the Services, to ensure compliance with these Terms, to protect the health or safety of anyone that we believe may be threatened, to protect our legal rights and remedies, to report a crime or offensive behavior, or to comply with applicable law and for any other reason set forth or contemplated in the Privacy Policy. We may (but don’t have to) remove or disable access to any Content, at any time and without notice. We may (but don’t have to) investigate violations of these Terms or conduct that affects the Services.

7. New NFTs

  • (a) Obtaining New NFTs. As part of the Experience, you may be eligible to “burn” (e.g., the process of making your NFT inaccessible to any person) certain Otherdeed NFTs that you own, and “mint” (e.g., the process of generating a New NFT) one or more of the following:
    • (i) A Vessel NFT (the “Vessel NFT”);
    • (ii) An Otherside Expanded NFT (the “Otherside Expanded NFT”); and
    • (iii) If your Otherdeed NFT contains a “Koda” character in the associated artwork, a Koda NFT (the “Koda NFT” and, together with the Vessel NFT and Otherside Expanded NFT, the “New NFTs”).

You are required to follow, and are solely responsible for following, all instructions available from time to time on the Site in connection with the Experience. If you fail to follow any or all such instructions, you may not be able to complete the Experience, or errors may occur that impact or affect the Experience, including but not limited to, your eligibility to receive, or actually receive, any of the New NFTs.

Your burning of your Otherdeed NFT and minting of a New NFT will be made through the functionality available through the Experience. There may be limits to the quantity and number of times you can receive New NFTs or other aspects of your Transaction; for example, you are only eligible to receive a maximum of one of each New NFTs for each eligible Otherdeed NFT that you burn.

  • (b) Your License to New NFTs. Each of the New NFTs is subject to its own separate license terms:
    • (i) The Vessel NFT (and associated Vessel art) is subject to the Vessel NFT License Agreement available at http://otherside.xyz/license/vessel;
    • (ii) the Otherside Expanded NFT (and associated Otherside Expanded art) is subject to the Otherside Expanded NFT License Agreement available at http://otherside.xyz/license/otherdeed-expanded; and
    • (iii) the Koda NFT (and associated Koda art) is subject to the Koda NFT License Agreement available at http://otherside.xyz/license/koda.

You are not required to participate in the Experience or seek to receive a New NFT. By participating in the Experience and minting or otherwise receiving a New NFT, you agree to be bound by the applicable license agreement in all respects. You are solely responsible for ensuring your compliance with each license agreement that applies to the New NFT you receive, and if you do not wish to be bound by the terms of the license agreements, you are not permitted to attempt to or actually participate in the Experience.

8. Feedback.

We welcome your feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us (or a third party service provider who we may engage) at [email protected] or via the functionality of the Services (if available). If you provide us with any Feedback, in consideration for the opportunity to access and use of the Services, you hereby grant us the following: a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, distribute copies of, publicly perform, publicly display and otherwise exploit the Feedback for any purpose and in any country. If you have rights in the Feedback that cannot be licensed to us under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert those rights. You understand and agree that you are knowingly giving your Feedback, that we don’t have to use it, and that you will not be compensated in any way for your Feedback (except as stated above). You represent and warrant that you have rights in any Feedback that you provide to us sufficient to grant us and other affected parties the rights described above, including, without limitation, intellectual property rights or rights of publicity or privacy.

In posting such Feedback, you warrant that you will not use obscene or offensive language or submit any material that is, or may potentially be, defamatory, abusive or hateful, an invasion of anyone's privacy, harmful to other users, or breach the applicable laws.

9. Copyright Policy.

We respect copyright law and expect our users to do the same. It’s our policy to terminate in appropriate circumstances users who infringe or are believed to be infringing the rights of copyright holders.

10. Third Party Websites and Resources.

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources. You further acknowledge and accept sole responsibility for complying with any and all terms of use arising from your use of any third party websites or resources.

11. Service and Terms Modifications.

We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to access or use the Services after we have posted updated Terms it means that you accept and agree to the changes. If at any time you don’t agree to be bound by the changes, you may not access or use the Services thereafter. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

We may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Services at any time. Subject to applicable law, you acknowledge that any character data, game progress, game customization or other data related to your use of the Experience and other elements unique to the Services may cease to be available to you at any time without notice from us. You agree that we do not have any maintenance or support obligations with respect to the Services.

Subject to applicable law, we may change the Services at any time, for any reason, without notice or liability to you.

12. Warranty Disclaimers.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION, CERTIFICATION, GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, YUGA LABS, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS (“THE YUGA LABS PARTIES”) EXPLICITLY DISCLAIM 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. THE YUGA LABS PARTIES, INDIVIDUALLY AND COLLECTIVELY, MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE YUGA LABS PARTIES MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES.

WHILE YUGA LABS ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, THE YUGA LABS PARTIES CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR VULNERABILITIES (COLLECTIVELY, “MALICIOUS CODE”). THERE ARE RISKS ASSOCIATED WITH PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET (INCLUDING THE RISK OF MALICIOUS SOFTWARE INTRODUCTION AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR WALLET), AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACCEPT AND ACKNOWLEDGE THAT THE YUGA LABS PARTIES WILL NOT BE RESPONSIBLE FOR ANY BREACH OF SECURITY OR THE RESULT OF YOUR INTERACTION WITH ANY MALICIOUS CODE AS A RESULT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF THE SERVICES.

WITHOUT LIMITING THE FOREGOING, THE YUGA LABS PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) BLOCKCHAIN NETWORKS, SMART CONTRACTS, DIGITAL ASSETS WALLETS, OR CORRUPT FILES; OR (II) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

13. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE YUGA LABS PARTIES WILL NOT BE LIABLE IN ANY WAY FOR ANY:

  • (a) LOSS OF PROFITS,
  • (b) LOST REVENUE,
  • (c) LOST SAVINGS,
  • (d) LOSS OF DATA, OR
  • (e) ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, IN EACH/ANY CASE, ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, OR THE DELAY OR INABILITY TO USE OR LACK OF FUNCTIONALITY OF THE SERVICES, EVEN IF SUCH RESULTS, DIRECTLY OR INDIRECTLY, FROM ANY ACTION OR OMISSION OF ANY YUGA LABS PARTY, AND REGARDLESS OF THE THEORY OR BASIS FOR THE CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE, AND EVEN IF THAT YUGA LABS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CAUSE OF ACTION OR DAMAGES. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE YUGA LABS PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES WILL NOT EXCEED TEN DOLLARS ($10 USD) REGARDLESS OF THE NUMBER OF TIMES YOU PLAY OR PARTICIPATE IN THE EXPERIENCE , ACCESS THE SITE, OR USE THE SERVICES. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT YOU WILL NOT ASSERT OR BRING ANY CLAIM AGAINST THE YUGA LABS PARTIES RELATING TO (A) A CLAIM THAT YOU HAVE A PROPRIETARY INTEREST IN ANY NEW NFTS OR (B) A CLAIM FOR AN ALLEGED MONETARY VALUE OF YOUR OTHERDEED NFTS OR NEW NFTS THAT ARE LOST, CORRUPTED, CHANGED OR OTHERWISE INACCESSIBLE AS RESULT OF OR UPON (I) DELETION OR SUSPENSION OF ACCESS TO THE EXPERIENCE, (II) MISUSE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY FAILURE TO ACCESS OR USE THE SMART CONTRACTS IN ACCORDANCE WITH ANY INSTRUCTION PROVIDED OR MADE AVAILABLE BY YUGA LABS FROM TIME TO TIME, OR ANY BREACH OF THESE TERMS, (III) ADJUSTMENTS TO THE EXPERIENCE THAT RESULT IN THE VALUE OR USEABILITY OF NEW NFTS CHANGING, BEING DIMINISHED FROM TIME TO TIME, OR NOT OTHERWISE MEETING ANY EXPECTATION ABOUT THEM, REGARDLESS OF THE REASON WHY OR CAUSE THEREOF, (IV) THE NEW NFTS NOT HAVING ANY VALUE OR UTILITY, OR (V) THE MODIFICATION, TERMINATION OR EXPIRATION OF THESE TERMS.

14. Indemnity.

You agree to indemnify, defend, and hold the Yuga Labs Parties and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, costs and expenses (including, without limitation, attorneys’ fees, costs, and expert witnesses’ fees) that arise out of or in any way are connected with: (a) your access to or use of the Services; (b) your User Content; or (c) any claim that, if true, would constitute a breach by you of these Terms.

15. Termination.

We may suspend or terminate your access to and use of any or all the Services, including any Experience, New NFTs, or Content, with no liability or notice to you in the event that (a) we believe or have determined that you breached these Terms (including our other policies specified in these Terms); or (b) we otherwise deem it necessary to terminate these Terms in our sole discretion, for any reason. Upon any termination of these Terms, the rights granted to you will automatically terminate, you may no longer exercise any of those rights or these Terms. The following sections will survive termination of these Terms: 4(b), 6 (first two sentences only), 8, 12, 13, 14, 16, 17, and this sentence of Section 15.

16. Governing Law and Forum Choice.

These Terms and any action related thereto will be governed by the 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 17 below, the exclusive jurisdiction for all Disputes (defined below) that you and Yuga Labs are not required to arbitrate 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.

17. Dispute Resolution.

  • (a) Mandatory Arbitration of Disputes. We each agree that 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”) 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.
  • (b) Exceptions. As limited exceptions to Section 17(a) 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.
  • (c) 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.
  • (d) 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 is 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.
  • (e) Injunctive and Declaratory Relief. Except as provided in Section 17(c) 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.
  • (f) 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 a 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.
  • (g) Severability. With the exception of any of the provisions in Section 17(f) 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.

18. General Terms.

  • (a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Yuga Labs and you regarding use of the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Yuga Labs and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Yuga Labs’ prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void in its entirety. Yuga Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and any permitted assigns. No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person or entity other than you and Yuga Labs and each party’s respective successors and permitted assigns.
  • (b) Notices. Any notices or other communications provided by Yuga Labs under these Terms will be given by posting to the Services.
  • (c) Waiver of Rights. Yuga Labs’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Yuga Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

19. Contact Information.

If you have any questions about these Terms or the Services, please contact Yuga Labs at [email protected].