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YUGA INSCRIPTION TERMS

Last Updated: March 4, 2023

These Terms (the “Terms”) are a binding agreement between Yuga Labs, Inc. (“Yuga Labs”) and any Permitted Holder of a Yuga Inscription (each as defined below).

IMPORTANT NOTICE REGARDING ARBITRATION:BY ACCEPTING THESE TERMSYOU 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 6 “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 6 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 5 (GOVERNING LAW AND FORUM CHOICE) WILL STILL APPLY.

  1. Definitions. “Yuga Inscription” means one of 300 satoshis (i.e., a smallest unit of one bitcoin) inscribed by Yuga Labs with a unique piece of digital art. “Permitted Holder” means a holder of a Yuga Inscription that is not a person or entity who: (a) resides in, is a citizens of, is located in, is incorporated in, or has 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) is listed on the OFAC specially designated nationals, blocked persons list, or any other consolidated prohibited persons list as determined by any applicable governmental authority.

  2. Art.

    1. Subject to your acceptance of, and compliance with, these Terms, upon acquiring a Yuga Inscription and for so long as you are a Permitted Holder of your Yuga Inscription, Yuga Labs hereby grants to you a non-exclusive, universe-wide, royalty-free, revocable license to use, copy, and display the art inscribed in your Yuga Inscription (“Your Art”) solely for your own personal, non-commercial use.
    2. You may not use Your Art in a manner that (a) expresses hate or prejudice or encourages violence towards a person or group based on membership in a protected class, such as race, religion, gender, orientation or disability, or (b) violates applicable law.
    3. The license in this Section 2 is non-transferable. You may grant reasonable sublicenses (e.g., hosting providers, social media platforms, printers) in furtherance of the grant of rights above (i.e., for person use and not commercial use), but no other sublicenses are permitted.
    4. Upon the transfer of your Yuga Inscription to a new holder, your license to Your Art under these Terms will immediately and automatically terminate, and you must discontinue any use of Your Art.
    5. In the event of a fork of the Bitcoin blockchain, the foregoing rights shall only apply to Your Art as recorded on the version thereof determined by Yuga Labs in its sole discretion.
    6. All rights not expressly granted herein are reserved by Yuga Labs.

  3. Warranty Disclaimers

    1. EACH YUGA INSCRIPTION IS 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 YOUR YUGA INSCRIPTION WILL MEET YOUR REQUIREMENTS, BE CONTINUALLY DISPLAYED, OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
    2. YUGA LABS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS IN CONNECTION WITH YOUR YUGA INSCRIPTION AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR INABILITY TO USE YOUR YUGA INSCRIPTION OR YOUR ART, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH (WITHOUT LIMITATION) AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE, NODE SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (III) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS OR WALLETS; (IV) UNAUTHORIZED ACCESS TO YOUR YUGA INSCRIPTION OR ANY DIGITAL WALLET HOLDING ANY YUGA INSCRIPTION; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
    3. EACH YUGA INSCRIPTION IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE BITCOIN BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BITCOIN BLOCKCHAIN, WHICH YUGA LABS DOES NOT CONTROL. TRANSACTIONS INVOLVING YUGA INSCRIPTIONS 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.
    4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONSUMER CONTRACTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
  4. 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 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 YOUR YUGA INSCRIPTION OR YOUR ART, 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, OR THE USE OF OR INABILITY TO USE OR INTERACT WITH YOUR YUGA INSCRIPTION OR YOUR ART, OR ANY OF THE RIGHTS GRANTED HEREIN, EXCEED ONE HUNDRED U.S. DOLLARS ($100). BY ACCEPTING THESE TERMS, 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.
  5. 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 expressly set forth in Section 6 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State of Delaware, and you and Yuga Labs each waive any objection to jurisdiction and venue in such courts.

  6. 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 Auction (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 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 6(b) 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 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 ‎6(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.
    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 6(g) 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.
  7. Amendments. Yuga Labs reserves the right to clarify or amend these Terms by publicly publishing a new version of them, including, but not limited to, on https://twelvefold.io/, or any successor website.
  8. General Terms.These Terms constitute the entire and exclusive understanding and agreement between Yuga Labs and you regarding 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 6(a), you may give notice to Yuga Labs by contacting Yuga Labs at [email protected]. Notice is effective upon receipt. 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.