Last Updated: December 20, 2023
If you hold a CryptoPunk, your acquisition, use, and transfer of that CryptoPunk (and art linked to it) will be subject to and governed by the CryptoPunks NFT Terms. For the avoidance of doubt, Yuga Labs does not control the Ethereum blockchain protocol ("Protocol") on which CryptoPunks are tradable or useable and cannot control activity and data on the Protocol, the validation of transactions on the Protocol, or use of the Protocol.
NOTICE ON PROHIBITED USE – RESTRICTED PERSONS: THE SERVICES ARE NOT OFFERED TO AND MAY NOT BE 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) ARE 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").
WE DO NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE A RESTRICTED PERSON, YOU ARE NOT PERMITTED TO, AND MUST NOT ATTEMPT TO, USE THE SITE OR THE SERVICES, OR ANY RELATED SERVICES. USE OF A SCHEME OR MEANS (E.G., A VIRTUAL PRIVATE NETWORK), WHETHER DIRECT OR INDIRECT, THAT IS INTENDED TO OR IS REASONABLY LIKELY TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.
IMPORTANT NOTICE REGARDING ARBITRATION: BY USING THE SERVICES, 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 10 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 9 (GOVERNING LAW AND FORUM CHOICE) OR RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.
1. Agreement to Terms.
By using or accessing the Services in any manner, you agree to be bound by these Terms. If you do not want to be bound by these Terms, do not access the Services.
NOTICE ON RESTRICTED PERSONS: YOU ARE ONLY AUTHORIZED TO ACCESS THE SERVICES IF PERMISSIBLE UNDER APPLICABLE LAW. THE SERVICES ARE NOT AVAILABLE TO AND MAY NOT BE ACCESSED BY PERSONS OR ENTITIES WHO: (A) RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN 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); OR (B) ARE 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"). IF YOU ARE RESTRICTED PERSON, YOU ARE NOT PERMITTED TO ACCESS THE SERVICES.
IMPORTANT NOTICE REGARDING ARBITRATION: BY ACCEPTING 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 10 "DISPUTE RESOLUTION" BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 10 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 10 (GOVERNING LAW AND FORUM CHOICE) WILL STILL APPLY.
3. Eligibility and Access
- a. To access and use the Services, you must: (i) be at least 18 years of age (or such other minimum age as is applicable in the jurisdiction you live in), (ii) not be a "Restricted Person", (iii) not otherwise be barred from using the Services under these Terms or applicable law, and (iv) not use or access our Services on behalf of a legal entity, or for any commercial or unlawful purpose.
- b. In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain users, IP addresses or unique device identifiers.
- c. For the purposes of these Terms, "Restricted Territory" means any state, country, or other jurisdiction that is designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by the Office of Foreign Assets Control ("OFAC"), including Cuba, Iran, Democratic People's Republic of Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.
- 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 Services. We and our licensors reserve all rights not granted to you in these Terms. "Content" means all artwork, titles, themes, objects, characters, names, dialogue, catch phrases, stories, animation, concepts, sounds, audio-visual effects, methods of operation, musical compositions, and any other content within the Services.
- b. User Content. "User Content" means any Content that you post or otherwise make available while accessing or using the Services (e.g., any text in communications with others, or audio, or any image you use as your profile image or emote. 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, publicly perform, promote, market, exploit, or otherwise commercialize 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. 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. Copyright Policy. We respect the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, please provide the following information in writing to our Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple infringing works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity, and information sufficient to permit us to locate the material; (iv) information so that we can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright or intellectual property owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner. Infringement claims and notices should be sent to the attention of our Copyright Agent [email protected].
Please note that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
We will respond to clear notices under this Section. Please be advised that we will remove or replace User Content only in accordance with applicable law and that we enforce a policy that provides for the termination in appropriate circumstances of users who are repeat infringers.
If you believe that your User Content was removed by mistake, and that you have the right to post it, you may elect to send us a counter-notification. To be effective the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following: (i) your physical or electronic signature, (ii) Identification of the content that was removed or to which access was disabled and the location at which it appeared before such removal or disablement, (iii) a statement under penalty of perjury that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification, and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district to which you otherwise might be subject, and that you will accept service of process from the person who provided notification of infringement or an agent of such person.
- d. 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.
- e. Minimum Requirements. The Services may have minimum requirements for the devices and systems on which you wish to access them. 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 Services.
- f. Health Warning. The Services 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 Services. If you experience dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, or convulsions while using the Services, please immediately discontinue accessing the Services and consult your doctor.
5. License Restrictions.
You agree not 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" or "farming" 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;
- 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 it or any of its 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, artificial manipulation of results, harassment, use of abusive or offensive language, abandonment, sabotage, spamming, social engineering, or scamming, or actions 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.
If you encounter another user who is violating any of these rules, please report this activity to us using the "Report Abuse" function in the Services, if available, or contact us at [email protected].
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.
7. Warranty Disclaimers
THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, YUGA LABS EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YUGA LABS MAKES NO WARRANTY THAT ANY PART OF THE SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUALLY DISPLAYED, OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
YUGA LABS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS IN CONNECTION WITH THE SERVICES AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM OR RELATING TO: (I) FUNDS LOSS; (II) USER ERROR SUCH (WITHOUT LIMITATION) AS INCORRECT OR MISTYPED RECEIVING ADDRESS(ES), ANY RESULT OF IDENTIFYING A RECEIVING ADDRESS CONTROLLED BY A THIRD PARTY (E.G., A CENTRALIZED EXCHANGE), INCLUDING BUT NOT LIMITED TO ANY FAILURE TO RECEIVE ANY BID RETURN AS A RESULT THEREOF, SUBMITTING ANY INCORRECT OR INACCURATE BID, FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS; (III) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE, NODE SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (IV) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS; (V) UNAUTHORIZED ACCESS TO ANY SYSTEM OR ANY DIGITAL WALLET HOLDING ANY INTANGIBLE DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO NFTS; OR (VI) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, ANY THIRD PARTY OWNING OR CONTROLLING ANY RECEIVING ADDRESS, THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN CONNECTION WITH ANY DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN, WHICH YUGA LABS DOES NOT CONTROL. TRANSACTIONS RELY ON THIRD-PARTY DECENTRALIZED PLATFORMS AND SYSTEMS. YUGA LABS DOES NOT MAINTAIN, CONTROL, OR ASSUME ANY OBLIGATIONS WITH RESPECT TO SUCH PLATFORMS OR SYSTEMS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YUGA LABS, ITS LICENSORS, AFFILIATES, REPRESENTATIVES, STOCKHOLDERS, AND SERVICE PROVIDERS, AND EACH OF THEM, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "YUGA LABS PARTIES") WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST ASSETS, 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, THE USE OF OR INABILITY TO USE OR INTERACT WITH THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE YUGA LABS PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL YUGA LABS PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE USE OF OR INABILITY TO USE OR INTERACT WITH THE SERVICES OR ANY OF THE RIGHTS GRANTED HEREIN, EXCEED THE LESSER OF THE DOLLAR VALUE OF THE BID MADE BY YOU ON THE DATE OF SUCH BID OR ONE HUNDRED U.S. DOLLARS ($100). BY ACCESSING THE SERVICES, YOU ACKNOWLEDGE THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND YUGA LABS.
9. Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as expressly set forth in Section 10 "Dispute Resolution," the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State of New York, and you and Yuga Labs each waive any objection to jurisdiction and venue in such courts.
10. Dispute Resolution and Agreement to Arbitrate on an Individual Basis
PLEASE READ THIS SECTION 10 CAREFULLY BECAUSE IT MAY REQUIRE YOU AND YUGA LABS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND WE CAN SEEK RELIEF FROM EACH OTHER. This Section 10 (Dispute Resolution and Agreement to Arbitrate on an Individual Basis) shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.
By agreeing to these Terms, and to the extent permitted by applicable law, you and Yuga Labs agree that any and all past, present and future disputes, claims or causes of action between you and Yuga Labs arising out of or relating to these Terms or the Services, the formation of these Terms or any other dispute between you and Yuga Labs or any of Yuga Labs' licensors, distributors, suppliers or agents, and whether arising prior to or after your agreement to this Section 10 (collectively, "Dispute(s)"), will be governed by the procedure outlined below. You and Yuga Labs further agree that any arbitration pursuant to this Section 10 shall not proceed as a class, group or representative action.
- a. We Both Agree To Arbitrate. By agreeing to these Terms, and to the extent permitted by applicable law, you and Yuga Labs each and both agree to resolve any Disputes – including any Dispute concerning the enforceability, validity, scope or severability of this agreement to arbitrate – through final and binding arbitration as discussed herein.
- b. Exceptions. As limited exceptions to Section 10(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; (ii) we each retain the right to seek injunctive or other equitable relief from a court as authorized in Section 9 solely to prevent (or to enjoin) the infringement or misappropriation of our intellectual property rights; (iii) we each may bring an action in a court as authorized in Section 9 for temporary injunctive relief until an arbitrator has been empaneled and can determine whether to continue, terminate or modify such relief; and (iv) either party may move to compel arbitration pursuant to this Section 10 or to enforce an arbitral award issued hereunder, in a court as authorized in Section 9 or in any other court of competent jurisdiction.
- c. Arbitration Procedures and Fees. You and Yuga Labs agree that JAMS ("JAMS") will administer the arbitration under its Streamlined Rules in effect at the time arbitration is sought ("JAMS Rules"). Those rules are available at www.jamsadr.com. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. You and Yuga Labs further agree that, unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in New York, New York, or, at your election, will be conducted telephonically or via other remote electronic means. The JAMS Rules will govern payment of all arbitration fees. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules (or JAMS Comprehensive Rules, as applicable per below), and we will not seek to recover the administration and arbitrator fees we are responsible for paying unless the arbitrator finds your Dispute is frivolous.
- d. Proceedings Requiring Three Arbitrators. Notwithstanding any language to the contrary in Section 10(c), if a party either seeks a monetary award in excess of one million dollars ($1,000,000) or seeks an equitable form of relief that would significantly impact other Yuga Labs users, in each case as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators and take place pursuant to the JAMS Comprehensive Arbitration Rules and Procedures ("JAMS Comprehensive Rules"). Each party shall select one neutral arbitrator, with the third neutral arbitrator selected in accordance with the JAMS Comprehensive Rules. That third arbitrator shall serve as chair of the arbitral panel and must be a retired judge with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section 10(d) shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or through the JAMS selection process – participate in the arbitral panel. You and Yuga Labs agree that any award issued by a three-arbitrator panel may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party's election.
- e. Batch Arbitration. To increase efficiency of resolution, in the event 25 or more similar arbitration demands against Yuga Labs, presented by or with the assistance of the same law firm or organization, are submitted to JAMS in accordance with the rules described above within a 30-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Rules by (a) grouping the arbitration demands into batches of no more than 25 demands per batch (plus, to the extent there are fewer than 25 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (b) providing for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as consistent with JAMS Rules. You agree to cooperate in good faith with Yuga Labs and JAMS to implement such a batch approach to resolution and fees.
- f. Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR YUGA LABS SHALL BE ENTITLED: TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES; TO PARTICIPATE IN ANY GROUP, CLASS, COLLECTIVE OR MASS ARBITRATION OR LITIGATION; TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY; OR OTHERWISE TO SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THESE TERMS, IN THE EVENT ALL OR ANY PORTION OF SECTIONS 10(D), (E) OR (F) OF THIS SECTION 10 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) ARE FOUND TO BE INVALID OR LESS THAN FULLY ENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 10 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY'S ELECTION.
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.
We may suspend or terminate your access to and use of any or all the Services 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: 1 - 3, 5 - 15, and any other provisions that are expressly noted as surviving termination.
We value your feedback, but please do not send us suggestions for improvements, creative ideas, designs, pitch portfolios, or other materials (collectively "Unsolicited Ideas"). This policy is aimed at avoiding potential disputes or misunderstandings when our Services might seem similar to Unsolicited Ideas that people submit. We may currently be developing, have already developed, or in the future may develop ideas or materials internally, or receive ideas or materials from other parties, that may be similar to Unsolicited Ideas. If you ignore this policy and send us your Unsolicited Ideas anyway, you thereby and under the Terms, grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property or other rights that you own or control to use, copy, modify, create derivative works based upon, make, have made, sell, offer for sale, import, and otherwise exploit in any manner or medium whatsoever known now or in the future your Unsolicited Ideas for any purpose, without compensation to you.
15. General Terms
These Terms constitute the entire and exclusive understanding and agreement between Yuga Labs and you regarding the Services and the subject matter hereof, and these Terms supersede and replace all prior oral or written understandings or agreements between Yuga Labs and you regarding such subject matter. If any provision of these Terms is held invalid or unenforceable by an arbitrator or 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. These Terms will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and 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, except for the Yuga Labs Parties. 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. Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise. Except as set forth in Section 4(c), you may give notice to Yuga Labs by contacting Yuga Labs at [email protected]. Notice is effective upon receipt. Any notices or other communications provided by Yuga Labs under these Terms will be given by posting via the Services, or in such other manner as Yuga Labs determines at its discretion. If you have any questions about these Terms or the Services, please contact Yuga Labs at [email protected]. The parties have agreed to contract electronically, and accordingly, electronic signatures or any other forms of acceptance permitted by law will be given the same effect and weight as original signatures.
16. 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.