Terms of sale

Last Updated: March 4, 2023

These Terms of Sale (the “Terms”) are a binding agreement between Yuga Labs, Inc. (“Yuga Labs”) and any participant in the Auction to purchase Yuga Inscriptions (as those terms are defined below) (“You”).

THESE TERMS ARE VOID WHERE PROHIBITED.

1. Agreement to Terms.

   By submitting a Bid (as defined below) to acquire a Yuga Inscription, you agree to be bound by these Terms. “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. The Inscription License published by Yuga Labs is hereby incorporated by reference into these Terms.

   NOTICE ON RESTRICTED PERSONS: YOU ARE ONLY AUTHORIZED TO PARTICIPATE IN THE AUCTION AND SUBMIT A BID IF PERMISSIBLE UNDER APPLICABLE LAW. YUGA INSCRIPTIONS ARE NOT OFFERED TO AND MAY NOT BE PURCHASED 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 PARTICIPATE IN THE AUCTION OR TO ACQUIRE A YUGA INSCRIPTION. ANY BIDS (AS DEFINED BELOW) BY A RESTRICTED PERSON WILL BE DISQUALIFIED.

   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 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.

2. Auction

   You may participate in the Auction only if you are at least 18 years old and capable of forming a binding contract with Yuga Labs, and not otherwise barred from participating in the Auction under these Terms or applicable law.

   1. The Auction begins on March 5, 2023, at 3:00 pm Pacific Time and ends at the time of confirmation of the last Bitcoin blockchain block occurring closest to (but prior to) 3:00 pm Pacific Time on March 6, 2023 (the “Auction Period”). Bids that are submitted before or after the Bidding Period, or are otherwise not confirmed during the Auction Period, will be disqualified and returned in the same manner set forth in Section 2(c). A “Bid” consists of a Bitcoin (BTC) transaction included in a block confirmed on the Bitcoin blockchain during the Auction Period where Bitcoin is transferred to a wallet address provided by Yuga Labs in connection with the sale of Yuga Inscriptions (each, and collectively, the "Yuga Wallet”).Bids placed during the Auction Period are irrevocable and cannot be decreased or withdrawn. Each Bid must be submitted and associated with a different Bitcoin address at which the Yuga Inscription would be received if such Bid is successful (the “Receiving Address”); if one or more transactions submitted to the Yuga Wallet are associated with the same Receiving Address, such transactions will be deemed a singular Bid. Bids will only be returned as set forth in Section 2(d). You are responsible for paying all Transaction Fees associated with your Bid. “Transaction Fees” means the fees required to be paid to execute a transaction on the Bitcoin blockchain, sometimes known as “gas fees.”
   2. If two Bids are for the same amount, then whichever Bid was received first will be assigned a higher place for purposes of determining whether any Bid is successful. If it happens that both such Bids were submitted in the same Bitcoin block, the first Bid as determined by place in the block template will be assigned a higher place for purposes of determining whether any Bid is successful.
   3. Following the Auction Period, each of the highest non-rejected 288 Bids (in BTC amount) will receive, within one week of the end of the Auction Period, one Yuga Inscription to the Receiving Address so long as such would not be prohibited by applicable law (including, but not limited to, if such Receiving Address is controlled by a Restricted Person). For the avoidance of doubt, if any Bid within the highest 288 Bids by BTC amount is rejected, then the determination of the highest 288 Bids for purposes of determining Auction winners will be made without consideration for such rejected Bids. All Bids not in the highest, non-rejected 288 Bids will be deemed unsuccessful and rejected. We will then initiate transactions intended to return each such Bid, less applicable Transaction Fees, to the Receiving Address, so long as (i) such wallet is not owned by a Restricted Person and (ii) the Bid BTC amount is sufficient to pay the corresponding Transaction Fees for the return transaction.   If any Bid is rejected because the Bid amount is not sufficient to pay the corresponding Transaction Fees, Yuga Labs may deliver the corresponding BTC amount to charity selected by Yuga Labs in its sole discretion.
   4. The minimum Bid must equal or exceed 20,000 satoshis. Any Bids under such amount will be rejected and deemed to be insufficient to pay the Transaction Fees, and in accordance with Section 2(d), Yuga Labs may deliver the corresponding BTC amount to a charity selected by Yuga Labs in its sole discretion.

3. Warranty Disclaimers

   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 YUGA INSCRIPTIONS 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 ANY YUGA INSCRIPTION AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR INABILITY TO USE ANY YUGA INSCRIPTION, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH (WITHOUT LIMITATION) AS INCORRECT OR MISTYPED RECEIVING ADDRESS(ES0, 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,; (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 ANY YUGA INSCRIPTION OR ANY DIGITAL WALLET HOLDING ANY YUGA INSCRIPTION; OR (V) 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.

   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.

   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

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   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, THE AUCTION OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY YUGA INSCRIPTION, 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 AUCTION OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE YUGA INSCRIPTION 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 PARTICIPATING IN THE AUCTION, 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

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   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. General Terms.These Terms constitute the entire and exclusive understanding and agreement between Yuga Labs and you regarding the Auction 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 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.