TWELVEFOLD.IO/PUZZLE TERMS & CONDITIONS
Last Updated: November 28, 2023
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTIONS) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 (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 16 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 15 (GOVERNING LAW AND FORUM CHOICE) OR RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.
- Agreement to Terms.
By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you may not access or use the Services. It’s important that you review these Terms regularly. We may impose limits on certain features, activities, promotions or services and may restrict, suspend or terminate your access to the Services, in whole or in part, at any time as we deem necessary, with or without prior notice and without liability. Each time you access or use the Services, you agree to be bound by and comply with these Terms and any Additional Terms (defined below). If you do not agree to these Terms, please do not access or use the Services, including, but not limited to, participating in the Twelvefold Puzzle.
- Additional Terms
In some instances, both these Terms and separate guidelines, rules or terms of service, setting forth additional or different terms, will apply to your access to and use of the Services, or any element thereof or occurrence accessible therethrough (in each such instance, and collectively, “Additional Terms”). For example, in addition to these Terms, for any specific objective or interaction we may offer as part of the Twelvefold Puzzle, we may include additional rules and requirements or Additional Terms. All of the same are incorporated into these Terms by this reference. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control solely to the extent necessary to resolve the conflict unless these Terms or the Additional Terms expressly state otherwise.
- 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 for your personal entertainment purposes only, and leveraging only the functionality of the Services, not any third-party tools or features that we do not provide as part of the Services. We and our licensors reserve all rights not expressly 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.
- User Content. “User Content” means any Content that you post or otherwise make available while accessing or using the Services (e.g., any submissions of Twelvefold Puzzle solutions, any text in communications with others, or audio, or any image you use as your profile image or emoji). 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, warrant, and covenant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms and that your use of the User Consent in connection with the Services and as contemplated by these Terms does not exceed your rights to such User Consent or otherwise violate or infringe the rights of or your obligations to any third parties. 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.
- 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.
- Minimum Requirements. The Twelvefold Puzzle may have minimum requirements for the devices and systems on which you wish to access the Twelvefold Puzzle. We may publish these minimum requirements on the Site or otherwise notify you in writing. For an optimal Twelvefold Puzzle experience, please ensure that your devices and systems will meet these requirements before accessing the Twelvefold Puzzle.
- Twelvefold Puzzle Details.
- Description of The Twelvefold Puzzle: The “Twelvefold Puzzle” is a series of skill-based puzzles designed and released by Yuga Labs that are solved by deciphering clues provided by Yuga Labs. Twelvefold Puzzles are released, one per week, over a thirteen (13) week period, or a longer or shorter period as Yuga Labs shall determine at its discretion, with or without notice. The first Twelvefold Puzzle is anticipated to be released on September 5, 2023 and the last Puzzle is anticipated to be released in or around December 2023. There will be a total of thirteen (13) puzzles:
- Twelve (12) “Moon” puzzles, and
- One (1) “Sun” puzzle released during the thirteenth week.
Subject to these Terms, participation is open, between September 5, 2023 and thirty (30) days following the release of the last Puzzle (the “Promotion Period”), to individuals who are at least the legal age of majority in their place of residence and not prohibited users (as defined in Section 11). No purchase is necessary to participate. There is no limit to the number of solutions participants may submit. Participation in the Twelvefold Puzzle is void where prohibited. Employees of Yuga Labs, Inc. and its affiliates, subsidiaries, advertising, promotion, fulfillment or other coordinating agencies, individuals providing services to Yuga Labs through an outsourcer or temporary employment agency during the Promotion Period, and their respective immediate family members and persons living in their same household, are not eligible to participate in the Twelvefold Puzzle.
- Twelvefold Puzzle Play, Solution Submission, & Determination of Winners
- Upon release of the first Twelvefold Puzzle and for each of the following weeks in which a Twelvefold Puzzle is released, Yuga Labs will post, from its official Yuga Labs X account (formerly known as Twitter) located at https://twitter.com/yugalabs, to direct Twelvefold Puzzle participants to the Site to submit answers to the Twelvefold Puzzle.
- At the Site, participants can find the instructions to download the official Twelvefold Puzzle PDF containing clues to solving that week’s puzzle.
- To submit potential solutions, participants may visit the Site and:
- Type the potential puzzle solution into a textbox;
- Provide bitcoin address(es);
- Enter their email address;
- Inscribe the Yuga Labs automatic encrypted return signature/output, using gamma.io as directed on the Site, to verify the taproot bitcoin address holding the applicable inscription; and
- Receive the Bitcoin network payment address from Yuga Labs and submit the Bitcoin network fee. (Please note: Bitcoin network fees are similar to Ethereum network gas fees, and are neither deposited to, held, nor controlled by Yuga Labs.).
- Any individual participant may submit a solution to any or all Moon puzzles and the Sun puzzle, and may submit more than one solution to any Twelvefold Puzzle. However, to be eligible to receive any Twelvefold Puzzle prize, a participant must complete and return a Form W9 or a W-8 BEN tax form and meet all other eligibility requirements. Please see further eligibility details below in Section 5.b.(vi).
- Except as otherwise described herein, the first correct solution received by Yuga Labs as recorded by the Bitcoin blockchain (i.e. the correct solution with the lowest inscription number) is initially eligible for the applicable week’s prize.
- Yuga Labs will officially close the puzzle to additional solution submissions after confirmed inscription of the correct solution to the applicable Twelvefold Puzzle.
- Yuga Labs may continue to accept additional correct puzzle solution submissions for a small number of blocks thereafter for administrative purposes, but no solutions submitted after the first correct solution will be eligible for any prizes unless Yuga Labs determines that the participant submitting the first correct solution is not an eligible winner.
- The correct solution will be determined by Yuga Labs based on the order that the applicable Twelvefold Puzzle answers are inscribed. In the unlikely event of a blockchain reorganization after the submission of the first correct solution, Yuga Labs will manually validate the first correct solution submitted.
- With regard to any Moon puzzle and the Sun puzzle, Yuga Labs reserves the right to award prizes to a correct solution other than the first correct solution submitted, or to not award the applicable prize to any submission, in the event that the participant submitting such first correct solution is not, in Yuga Labs’ good faith, reasonable business judgment, an eligible winner, or is otherwise not in compliance with these Terms.
- Upon our validation of each first correct solution submitted and inscribed, a prize will be awarded to the first eligible winner at the digital wallet associated with the correct solution only if the holder of such wallet has completed and returned to us a Form W9 for (US tax residents) or a W-8 BEN (non-US tax residents), as applicable.
- “Prizes” shall collectively refer to the Twelve (12) individual Moon prizes and the One (1) Sun prize described herein. Each is individually referred to as a “Prize.”
- Twelve (12) individual Moon prizes of 0.12 BTC will be awarded, such that the eligible winner of each Moon prize is awarded 0.12 BTC (each Moon prize is valued at approximately $3,260.00 US Dollars as of August 30, 2023).
- Subject to the terms and conditions of the “Twelvefold License” available at https://twelvefold.io/license, one (1) grand finale Sun prize will be awarded, which will consist of a “Yuga Inscription” (as defined in the Twelvefold License) valued at approximately $27,000.00 US Dollars as of August 30, 2023. Without limiting the foregoing, in the event that you are awarded the grand finale Sun prize, you also agree and acknowledge that you may not transfer ownership, possession or control of the Yuga Inscription prize, by sale, gift or otherwise, to any third party without first making the same available to Yuga Labs [email protected] on materially the same terms and conditions, which Yuga Labs subsequently declines by written notice to you, and you further agree and acknowledge that Yuga Labs may accept or decline such terms and conditions at its discretion. For the avoidance of doubt, to the extent that the terms and conditions of the Twelvefold License conflict with or contradict these Terms, these terms shall apply.
- The total value in US Dollars of all Prizes is approximately Sixty-Six Thousand One Hundred Twenty US Dollars ($66,120.00).
- Within two (2) business days of receiving the first correct solution eligible to receive a Twelvefold Puzzle prize, we will notify the eligible prize winner at the email address provided by such participant.
- Prize Eligibility
- For a participant with a winning solution to be eligible to receive a Twelvefold Puzzle prize, the participant must comply with these Terms and complete and return to Yuga Labs a Form W9 or W-8 BEN, as applicable, within seventy-two (72) hours of notification of a prize award by Yuga Labs at the email address provided by participant. Yuga Labs may, in its sole discretion, extend the period for a participant to provide such tax forms.
- In the event that an eligible winner, who has been sent an email by Yuga Labs at the email address provided by participant requesting the completion and return of a Form W9 or W-8 BEN, as applicable, fails to return the same to Yuga Labs within Seventy-Two (72) hours of notification of prize award, the participant shall be deemed to have forfeited the prize and Yuga Labs shall have no obligation whatsoever to award the prize to any Twelvefold Puzzle participant.
- Prizes will be awarded and distributed to the taproot bitcoin address or bitcoin address, as applicable, provided by the winning eligible participant within five (5) business days of Yuga Labs’ confirmation of its receipt and acceptance of the participant’s Form W9 or W-8 BEN, as applicable.
- You may receive a list of the winners’ public BTC addresses by sending a stamped, self-addressed return envelope to Yuga Labs at 1430 S Dixie Hwy Ste 105 1075, Coral Gables, Florida, 33146 with “2023Twelvefold Puzzle Winners List” on the delivery envelope. Requests must be received within two (2) weeks of the end of the Promotion Period.
- License Restrictions. You agree not do any of the following with respect to the Services, as applicable:
- use them commercially, for a promotional purpose, or for the benefit of any third party or in any manner not permitted by these Terms;
- 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;
- 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;
- 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;
- sell, rent, lease, license, distribute, or otherwise transfer, in whole or in part, the Services;
- 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;
- remove, disable, circumvent, or modify any technological measure implemented to protect them or any of their associated intellectual property;
- attempt to probe, scan or test the Services’ vulnerability or breach any security or authentication measures;
- access, tamper with, or use non-public areas of the Services;
- 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 actions contrary to public morals or public policy;
- 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;
- 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;
- 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;
- 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;
- impersonate or misrepresent your affiliation with any person or entity, or deceive or mislead the addressee about the origin of such messages or communicate any information which is grossly offensive or menacing in nature;
- 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;
- use the Services in any way that would affect us adversely or reflect negatively on us or the Services or Yuga Labs; or
- 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].
In all cases the determination of whether you have violated any provision of this Section 6 shall be made by us in our sole discretion, which shall be final, binding and non-appealable.
- 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.
- Reservation of Rights. All rights not expressly granted in these Terms, including but not limited to intellectual property rights, are hereby reserved by Yuga Labs. Nothing in these Terms will prevent Yuga Labs, its representatives, or any of its affiliates from using, copying, displaying, or creating derivative works of, the Yuga Inscription or the art associated with the Yuga Inscription (a) to create or cause the creation of physical goods, and (b) for any marketing and promotional purposes, or other Yuga Labs projects, or from allowing third-party service providers to do the same, without any obligation or compensation to you. Without limitation, you shall not, nor permit any third party to do or attempt to, do any of the following with the Yuga Inscription or the art associated with the Yuga Inscription without express prior written consent: (i) modify the Yuga Inscription or the art associated with the Yuga Inscription; (ii) use the Yuga Inscription or the art associated with the Yuga Inscription in a manner that violates applicable law; (iii) use Yuga Inscription or the art associated with the Yuga Inscription in connection with media or merchandise that promotes hate speech, illegal activities, vulgarity (e.g., pornography), offensive behavior, violence, cruelty or political statements; (iv) attempt to register any trademark, copyright, or otherwise acquire or enforce intellectual property rights in or to the Yuga Inscription or the art associated with the Yuga Inscription; or (vi) make defamatory or dishonest statements about Yuga Labs, the Yuga Inscription or the art associated with the Yuga Inscription, or otherwise damage the goodwill, value or reputation of Yuga Labs or the Yuga Labs Inscription. The winner of the Yuga Inscription is and agrees to be subject to the “Yuga Inscription Terms” available at https://twelvefold.io/license.
- Warranty Disclaimers and Assumption of Risk.
- You represent and warrant that you (a) are the older of 18 years of age or the legal age of majority in your place of residence and have the legal capacity to enter into these Terms, (b) that you will use and interact with the Services only for lawful purposes and in accordance with these Terms, and (c) that you will not use the Services to violate (and you will otherwise not violate) any law, regulation or ordinance or any right of Yuga Labs, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.
- THE SERVICES AND THE PRIZES, INCLUDING THE YUGA LABS INSCRIPTION ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, YUGA LABS EXPLICITLY DISCLAIMS 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 THE SERVICES OR THE YUGA LABS INSCRIPTION WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES AND THE YUGA LABS INSCRIPTION WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YUGA LABS MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.
- YUGA LABS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, THE PRIZES, INCLUDING THE YUGA LABS INSCRIPTION, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO THE SERVICES AND THE YUGA LABS INSCRIPTION; (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE BLOCKCHAIN NETWORK UNDERLYING THE SERVICES AND THE YUGA LABS INSCRIPTION.
- THE PRIZES, INCLUDING THE YUGA LABS INSCRIPTIONS, ARE INTANGIBLE DIGITAL GOODS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL GOOD OCCURS ON THE DISTRIBUTED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH YUGA LABS DOES NOT CONTROL. YUGA LABS DOES NOT GUARANTEE THAT YUGA LABS CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY PRIZE, INCLUDING THE YUGA LABS INSCRIPTION. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF GOODS YOU RECEIVE OR ACCESS. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, YUGA LABS MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF GOODS ASSOCIATED WITH THE SERVICE OR ANY PURPORTED SUBSEQUENT TRANSACTIONS WITH REGARD TO THE SAME.
- YUGA LABS IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE SERVICES AND THE YUGA LABS INSCRIPTION OR OTHER PRIZES. YUGA LABS IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE SERVICES AND THE YUGA LABS INSCRIPTION OR OTHER PRIZES, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
- Assumption of Risk. You accept and acknowledge all risks associated with the following:
- Yuga Labs will issue a Form 1099 to each winner of a prize. You are solely responsible for determining what, if any, taxes apply to your participation in the Twelvefold Puzzle and your interaction with the Services. Except as required by applicable law, Yuga Labs is not responsible for determining, reporting, or paying the taxes that apply to such transactions.
- Transfers of the Prizes may be irreversible, and, accordingly, result in losses due to fraudulent or accidental transactions and may not be recoverable. Some transactions shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that you initiated the transaction. Yuga Labs does not control the supporting blockchain for the Services.
- There are risks associated with using an Internet-based digital service, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. Yuga Labs will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting the applicable Prize-related transactions, however caused.
- A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of Prizes.
- Prizes are subject to developing laws and regulations throughout the world.
- Transactions involving the Yuga Labs Inscription may rely on third-party platforms to perform transactions. If Yuga Labs is unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if Yuga Labs violates or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and interactions of the Yuga Labs Inscription will suffer.
- By participating in the Twelvefold Puzzle, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital systems. Such systems may have vulnerabilities or other failures, or other abnormal behavior. Yuga Labs is not responsible for any issues with the blockchains, including forks, technical node issues or any other issues having fund losses as a result. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. You further acknowledge the risk that your Prizes may lose some or all of their value while they are supplied from Yuga Labs. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while participating in the Twelvefold Puzzle. Accordingly, you understand and agree to assume full responsibility for all of the risks of participating in the Twelvefold Puzzle.
- Prohibited Users – Sanctions. The Services are not offered to and may not be used by persons who: (a) reside, are citizens or nationals of, are located or are incorporated in any country or territory that is at the time of your use of the Services subject to comprehensive embargo or sanctions under U.S. law, which territories currently include Cuba, Iran, North Korea, Syria, Crimea and the so-called Donetsk People’s Republic and Luhansk People’s Republic (each a “Restricted Territory”); or (b) are identified by the U.S. Treasury Department’s Office of Foreign Assets Control as a Specially Designated National or Blocked Person, or are included on any other consolidated prohibited persons list as determined by any applicable U.S. governmental authority (each a “Restricted Person”). WE DO NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE A RESTRICTED PERSON OR ARE LOCATED IN OR A CITIZEN OR NATIONAL OF A RESTRICTED TERRITORY, YOU ARE NOT PERMITTED TO, AND MAY NOT ATTEMPT TO, USE OR ACCESS THE SERVICES. USE OF A SCHEME OR MEANS (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.
- Links to Third Party Websites or Resources.
Participation in the Twelvefold Puzzle may allow you to access third-party websites or other resources. Yuga Labs provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assumes all risk arising from you use of any third-party resources. Under no circumstances shall you assert an inability to view the Yuga Labs Inscription on a third-party website serve as grounds for a claim against Yuga Labs.
- Indemnity. You shall defend, indemnify, and hold Yuga Labs, its licensors and affiliates (the “Indemnified Parties”) harmless from and against any and all claims, disputes, demands, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts with the Services) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) your access to or use of the Services or any third-party services or products, (b) your breach of these Terms, (c) the Prizes, and (d) your exercise of the Twelvefold License.
- Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER YUGA LABS NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE FOR REGARDING THE YUGA LABS INSCRIPTION, THE SERVICES OR IN CONNECTION WITH THESE Terms, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YUGA LABS OR ITS SERVICE PROVIDERS HAS 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 THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL YUGA LABS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE Terms, THE SERVICES, OR THE YUGA LABS INSCRIPTION EXCEED $1,000.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YUGA LABS AND YOU.
- Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Yuga Labs are not required to arbitrate will be the federal and state courts located in the State of New York, and you and Yuga Labs each waive any objection to jurisdiction and venue in such courts.
- Dispute Resolution and Agreement to Arbitrate on an Individual Basis.
PLEASE READ THIS CLAUSE 16 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 16 (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 16 (collectively, "Dispute(s)"), will be governed by the procedure outlined below. You and Yuga Labs further agree that any arbitration pursuant to this Section 16 shall not proceed as a class, group or representative action.
- 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.
- Exceptions. As limited exceptions to Section 16(a) above: (i) we both may seek to resolve a Dispute in small claims court of competent jurisdiction if it qualifies; (ii) we each retain the right to seek injunctive or other equitable relief from a court as authorized in Section 18 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 11 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 16 or to enforce an arbitral award issued hereunder, in a court as authorized in Section 15 or in any other court of competent jurisdiction.
- 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.
- Proceedings Requiring Three Arbitrators. Notwithstanding any language to the contrary in section 16(c) and notwithstanding the applicability of Section 14(b), 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 16(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.
- 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.
- 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 16( E), (F) OR (G ) OF THIS SECTION 16 (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 16 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY'S ELECTION.
We may suspend or terminate your access to and use of any or all the Services, including the Twelvefold Puzzle, 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 : 3, 4, 6-19, and any other provisions that by their nature should survive termination.
- General Terms.
These Terms will transfer and be binding upon and will inure to the benefit of the Parties and their permitted successors and assigns, in particular any Transferee. These Terms constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of these Terms, all of which are hereby merged into these Terms. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify these Terms, except as expressly provided in these Terms or as the Parties may agree in writing. Yuga Labs reserves the right to clarify or amend these Terms by publicly publishing a new version of these Terms, including, but not limited to the Services, or any successor website. Failure to promptly enforce a provision of these Terms will not be construed as a waiver of such provision. Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to these Terms is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have these Terms reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of these Terms should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the Parties’ intent as manifested herein. The headings to Sections of these Terms are for convenience or reference only and do not form a part of these Terms and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise. For purposes of these Terms, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. You may give notice to Yuga Labs by contacting Yuga Labs at [email protected]. Notice is effective upon receipt.
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) a [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 (through one or more tiers), 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.