Otherside

OTHERDEED TERMS

As used in these terms, “Otherdeed” means a non-fungible, unique token (NFT) on the Ethereum blockchain that, as of its genesis issuance, contains a link to a unique image (“Art”). Each owner of an Otherdeed (“Owner”) has the non-exclusive right to use, copy and display the Art linked to his/her Otherdeed to the extent that such use, copy, or display results from the operation of the smart contract related to the Otherdeed and only for so long as the Owner owns the Otherdeed (as recorded on the relevant blockchain), in each case, solely for his/her own personal, non-commercial use (e.g., home display, display in a virtual gallery), including to create a reasonable number of back-up copies and a physical print out. This right is personal and cannot be transferred (other than in connection with a sale or transfer of the Otherdeed) or sub-licensed. For the avoidance of doubt, this right does not include any right or license to use, copy, display or otherwise exploit the Art for any non-personal or commercial purposes, or to create any derivative works of the Art.

Koda License Agreement

This Koda License Agreement (this “Agreement”) is a legally binding agreement by and between Yuga Labs, Inc. (“Yuga Labs” or “us”), a Delaware corporation, and any owner of any Koda (defined below) (“you” or “Purchaser”). Yuga Labs and each Purchaser may be referred to throughout this Agreement collectively as the “Parties” or individually as a “Party”. This Agreement governs the rights and obligations with respect to a Koda. By purchasing or otherwise owning a Koda, you acknowledge that you have carefully read and agree to the terms of this Agreement.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THIS AGREEMENT, 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 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.

1. Koda Defined.

“Koda” refers to a non-fungible, unique token on the Ethereum blockchain (“NFT”) (i.e., a controllable electronic record on a blockchain) and that, as of its genesis issuance, contains an image of Art. “Art” means each of the unique images of the 10,000 “kodas” each associated with, and linked to, an individual Koda NFT.

2. Additional Terms.

Kodas may be available for purchase or transfer (i) on one or more third-party platforms, such as OpenSea, or other marketplaces that may be established from time to time (each, an “NFT Marketplace”), which we do not operate, or (ii) directly from third-party owners of Kodas (such transactions, “Direct Sales”). The access and use of any NFT Marketplace is subject to the separate terms of that NFT Marketplace and any Direct Sales are subject to the terms thereof. In addition, although we do not guarantee that they will, third parties may grant Koda owners various entitlements and benefits. If a third party does so, such entitlements and benefits will be subject to whatever terms are provided by such third parties. We are not responsible or liable for any third-party NFT Marketplace, any Direct Sales, or any third-party entitlements or benefits. You covenant not to sue Yuga Labs based on activities that may occur on such NFT Marketplaces, any Direct Sales (except Direct Sales for which Yuga Labs is the seller or purchase), due to third-party benefits or entitlements.

3. Ownership of a Koda.

  • (a) When Purchaser acquires a Koda, Purchaser owns all personal property rights to that Koda (e.g., the right to freely sell, transfer, or otherwise dispose of that Koda); however, such rights expressly do not include the ownership of the intellectual property rights in the Art. Such rights are licensed pursuant to Section 4 below and those terms govern. In accordance with the foregoing, at no point may we seize, freeze, or otherwise modify the ownership of any Koda.

  • (b) Purchaser may freely sell or otherwise transfer its Koda consistent with Purchaser’s rights in such Koda as defined in this Agreement (e.g., posting a sales listing on an NFT Marketplace, by Direct Sale, or otherwise) (a “Permitted Transfer”), so long as the Transferee (as defined below) is not (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties (a “Prohibited Transferee”). Purchaser represents and warrants that it is not and will not transfer a Koda to a Prohibited Transferee.

4. License

  • (a) Non-Commercial License to the Art. Subject to your compliance with this Agreement, Yuga Labs hereby grants to you, for so long as you own a Koda (as recorded on the relevant blockchain), a non-exclusive, worldwide, royalty-free, revocable license, with no right to sublicense, to use, copy, and display the Art linked to your purchased Koda solely for the following purposes: (i) for your own personal, non-commercial use (e.g., home display, display in a virtual gallery, or as a social media avatar), including to create a reasonable number of back-up copies and a physical print out, each to be retained only for so long as you own the associated Koda; and (ii) as part of a Yuga Labs’ or third party’s website or application that permits the inclusion, involvement, or participation of your Koda, provided that the website/application cryptographically verifies that only the actual owner can display the Art, and the Art is no longer visible once the owner of the Koda leaves the website/application.

  • (b) Full Commercial License to the Art. In addition, subject to your compliance with this Agreement, Yuga Labs hereby grants to you, for so long as you own a Koda (as recorded on the relevant blockchain), an exclusive, royalty-free, worldwide, revocable license, with the right to sublicense, to use, copy, distribute, create derivative works of (subject to the below), and display the Art linked to your purchased Koda for Commercial Purposes. “Commercial Purposes” means the use of the Art for all lawful commercial purposes, whether known now or created in the future. Such purposes may include merchandising, inclusion in physical or digital media, or display in “metaverses” or other interactive digital environments. You will have the right to retain all revenue that you generate through your exercise of your rights under this Section.

  • (c) Derivative Works. Your rights also include the right to create derivative works of the Art to depict the character depicted in the Koda that you own in goods or media by, for example, showing their full body or back, or reformatting the relevant Art for a particular medium. You may also modify the Art to create minor variations in the appearance or clothing, but such rights do not include the right to create characters substantially or confusingly similar to Kodas that you do not own.

  • (d) Enforcement. You will have the non-exclusive right, but not the obligation, to bring an action to enforce any infringement of any rights you hold in the Art linked to your Koda as set forth in Sections 4(a)-(c). We will have no obligation to support any such action. We may also choose to bring such an action in our sole discretion.

  • (e) Protection. You will have the right to procure registration or other intellectual property protection in the works that you create in exercising your license to the Art linked to your Koda in a manner that complies with the terms of this Agreement, including that Yuga Labs retains ownership of the underlying Art. However, you must and hereby do agree to transfer any such registration or other protection in connection with a Permitted Transfer of your Koda, unless you expressly agree otherwise in writing with the Transferee.

  • (f) Name and Trademarks. As provided in Section 5(c), no trademark rights are granted to you by Yuga Labs. However, you may acquire trademark rights yourself in your Koda (which, for avoidance of doubt, do not include rights to the “Koda” trademark) through the exercise of your license rights above in accordance with, and subject to, applicable law. Any trademark rights that you acquire, and the associated goodwill, will transfer in connection with a Permitted Transfer of your Koda unless you expressly agree otherwise in writing with the Transferee.

  • (g) Transfer. The licenses in Section 4 are non-transferrable, except that they will automatically transfer in connection with a Permitted Transfer of your Koda.

5. Reservation of Rights.

  • (a) General. All rights in and to the Art not expressly provided for in this Agreement are hereby reserved by Yuga Labs. The Art is licensed, not sold. Yuga Labs owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Art.

  • (b) Limitations. Without limitation of Section 5(a) above, the license in Section 4(b) does not include: (i) the right to use the Art to create non-fungible tokens or other digital items accounted for on a distributed ledger; (ii) the right to create derivative works of the Art, except as expressly provided herein; or (iii) the right to use the Koda or the Art to create, or as the basis of, any token or digital items accounted for or recorded on a distributed ledger, including, but not limited to, any token or digital items accounted for or recorded on a distributed ledger that represent (A) an ownership interest in the Koda, or (B) any right that is convertible for, exchangeable into, or exercisable for, any right, title or interest in or to the Koda or the Art.

  • (c) No Rights to Trademarks. For avoidance of doubt, the licenses in Section 4 do not include the right to use any Yuga Labs’ trademarks (e.g., Koda, Otherside and Yuga Labs). No trademark or other rights based on designation of source or origin are licensed to you. Notwithstanding the foregoing, to the extent you acquire any rights to any Yuga Labs’ trademarks, in consideration for the licenses granted pursuant to Section 4(b), you hereby assign to Yuga Labs all rights, title, and interest in and to such trademarks, together with all associated goodwill.

  • (d) Disputes Among Owners. Yuga Labs has no obligation to support the resolution of or to resolve any dispute that may arise between or among Koda owners.

  • (e) Clarifications. Yuga Labs reserves the right, but has no obligation, to clarify the terms of this Agreement in relation to novel or unforeseen circumstances in its sole and exclusive discretion. If Yuga Labs issues or provides any clarification about the terms of this Agreement, such clarification will be binding on the Purchaser, and Purchaser hereby waives any right that Purchaser may have to dispute it in any manner.

6. Transfers.

You hereby agree that all subsequent transactions involving your Koda are subject to the following terms: (a) the Koda transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the Koda or Art, be deemed to accept all of the terms of this Agreement as a “Purchaser” hereof; (b) the Koda transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessed by the Transferee. Purchaser further acknowledges and agrees that all subsequent transactions involving your Koda will be effected on the blockchain network governing the Koda, and Purchaser will be required to make or receive payments exclusively through Purchaser’s cryptocurrency wallet; (c) the Transferor shall pay or cause to be paid to Yuga Labs amount equal to 2.5% of the total purchase price for the Koda in connection with the transaction between the Transferor and the Transferee (the “Royalty Payment”), which Royalty Payment shall be paid on the same terms and at the same time as the Transferor is paid by the Transferee. You acknowledge and agree that the Royalty Payment; and (d) each such subsequent transaction shall be effected on the Ethereum blockchain. For the avoidance of doubt, you (as Transferor) and all subsequent Transferees (to the extent they are Transferors) are responsible for paying each Royalty Payment to the extent such Royalty Payment is not automatically paid as a result of the operation of the smart contract related to the Koda.

7. Yuga Labs’ Rights and Obligations to the Art.

Yuga Labs is not responsible for the ultimate rendering of the Art.

8. Purchaser’s Representations and Warranties.

Purchaser represents and warrants that Purchaser (a) is the age of majority in Purchaser’s place of residence (which is typically 18 years of age) and has the legal capacity to enter into this Agreement; (b) that Purchaser will use and interact with the Koda and Art only for lawful purposes and in accordance with this Agreement; and (c) will not use the Koda or Art to 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. Purchaser further represents and warrants that Purchaser will comply with all applicable law in the exercise of its rights and obligations under this Agreement.

9. Warranty Disclaimers.

EACH KODA 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 ANY KODA WILL MEET PURCHASER’S REQUIREMENTS, BE CONTINUALLY DISPLAYED, OR 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 MADE AVAILABLE WITH RESPECT TO ANY KODA.

YUGA LABS WILL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS IN CONNECTION WITH ANY KODA AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO PURCHASER FOR, ANY USE OF OR INABILITY TO USE ANY KODA, 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) 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; (IV) UNAUTHORIZED ACCESS TO ANY KODA; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

EACH KODA IS AN INTANGIBLE DIGITAL ASSET THAT EXISTS ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM BLOCKCHAIN, WHICH YUGA LABS DOES NOT CONTROL. YUGA LABS DOES NOT GUARANTEE THAT YUGA LABS CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY KODA. PURCHASER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, YUGA LABS MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

10. Assumption of Risk.

Purchaser accepts and acknowledges all risks associated with the following:

  • (a) The disclaimers in Section 9 above;

  • (b) Purchaser is solely responsible for determining what, if any, taxes apply to Purchaser’s purchase, sale, or transfer of rights in each Koda. Yuga Labs is not responsible for determining or paying the taxes that apply to such transactions.

  • (c) Each Koda is a digital asset recorded and transferable on the Ethereum blockchain. Any transfer of digital assets occurs through automated processes within the Ethereum blockchain, possibly with support from an NFT Marketplace or other third-party services, all of which are not controlled in any capacity by Yuga Labs. Transactions relating to Kodas may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions relating to the Kodas shall be deemed to be made when recorded on the Ethereum blockchain ledger, which is not necessarily the date or time that Purchaser initiated the transaction.

  • (d) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. Yuga Labs will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions relating to any Koda, however caused.

  • (e) Transactions involving Kodas may rely on third-party or decentralized platforms or systems. We do not maintain, control, or assume any obligations with respect to such platforms or systems. Yuga Labs does not store your password, passkey, private key or other credentials needed to access the Kodas, and will not be able to recover such items if you should lose them. Purchaser should keep a copy of Purchaser’s password, passkey or private key in a secure location.

11. Links to Third-Party Websites or Resources.

Use and interaction of the Koda and the Art may allow Purchaser to access third-party websites or other resources. To the extent that Yuga Labs provides links or access to such sites and/or resources, it does so only as a convenience and is not responsible for the content, products, or services on or available from those resources or through any links displayed on such websites. Purchaser acknowledges sole responsibility for, and assumes all risk arising from, Purchaser’s use of any third-party sites or resources. Under no circumstances shall Purchaser’s inability to view or use Art on a third-party website serve as grounds for a claim against Yuga Labs.

12. Termination of License to the Art.

Purchaser’s licenses to the Art shall automatically terminate and all rights shall revert to Yuga Labs if at any time: (a) Purchaser breaches any portion of this Agreement, including any failure to pay any Royalty Payment, (b) Purchaser engages in any unlawful activity related to the Koda (including transferring the Koda to a Prohibited Transferee), or (c) if Yuga Labs has a reasonable basis for believing that you have engaged in a subsequent transaction with respect to a Koda that is not recorded on, effected by, or otherwise conducted using the Ethereum blockchain, or is otherwise conducted in a manner reasonably likely to cause the Royalty Payment to not be timely paid. Upon any termination, discontinuation or cancellation of Purchaser’s licenses to the Art, Yuga Labs may disable Purchaser’s access to the Art and Purchaser shall delete, remove, or otherwise destroy any back up or other digital or physical copy of the Art. Upon any termination, discontinuation, or cancellation of the license in this Agreement, the following Sections will survive: 3, 5 through 17.

13. Indemnity.

Purchaser shall defend, indemnify, and hold Yuga Labs, its licensors, affiliates, representatives, and service providers, and each of them, and all of their respective officers, directors, employees and agents (the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, expenses and other similar results or occurrences (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding or other similar occurrence, process or activity, that is initiated, made, brought or financed by a third party (including any person who accesses or transacts using any Koda whether or not such person personally purchased a Koda) 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 NFT Marketplace or any third-party services or products, (b) your breach or alleged breach of this Agreement, (c) your exercise of the licenses in Section 4, or (d) your actual or alleged violation of applicable law.

14. Limitation of Liability.

  • (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO INDEMNIFIED PARTY 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 SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH ANY KODA OR ACCESS THE ART, 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 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.

  • (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ALL INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE KODAS OR ACCESS THE ART, OR ANY OF THE RIGHTS AND LICENSES GRANTED HEREIN, EXCEED ONE HUNDRED U.S. DOLLARS ($100).

  • (c) BY PURCHASING OR OWNING A KODA, PURCHASER ACKNOWLEDGES THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YUGA LABS AND PURCHASER.

15. Governing Law and Forum Choice.

This Agreement 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 otherwise expressly set forth in Section 16 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State and City of New York, and you and Yuga Labs each waive any objection to jurisdiction and venue in such courts.

16. Dispute Resolution.

  • (a) Informal Dispute Resolution. Without limitation of Yuga Labs’ rights in Section 12, the Parties must first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Koda (collectively, “Disputes”) informally. Accordingly, neither Party 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, Purchaser must deliver a written notice of any Dispute via first-class mail to Yuga Labs at: Yuga Labs, 1450 S Dixie Hwy Ste 105 1075, Coral Gables, FL 33146.

  • (b) Mandatory Arbitration of Disputes. The Parties agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. The Parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that each Party is waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.

  • (c) Exceptions. As limited exception to Section 16(b) above: (i) the Parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each Party retains 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.

  • (d) 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 this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A Party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other Party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

  • Any arbitration hearings will take place in the county (or parish) where you live, with provision to be made for remote appearances to the maximum extent permitted by the AAA rules, unless we both agree to a different location. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

  • (e) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and Yuga Labs won’t seek to recover the administration and arbitrator fees Yuga Labs is responsible for paying, unless the arbitrator finds your Dispute is frivolous. If Yuga Labs prevails in arbitration, Yuga Labs will pay all of its attorneys’ fees and costs and won’t 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.

  • (f) Injunctive and Declaratory Relief. Except as provided in Section 16(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 Yuga Labs 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.

  • (g) Class Action Waiver. YOU AND YUGA LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

  • (h) Severability. With the exception of any of the provisions in Section 16(g) of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.

17. General Terms.

This Agreement will transfer and be binding upon and will inure to the benefit of the Parties and their permitted successors and assigns, in particular any permitted Transferee. This Agreement 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 this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. This Agreement may be amended by Yuga Labs in its absolute and sole discretion; provided, that Yuga Labs shall give notice of any material amendments to this Agreement to the holders of the Koda NFTs through reasonable and public means (i.e., public post on a social media network, e.g., Twitter). Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party 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 this Agreement 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 this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the arbitrator, 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 this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. Except as set forth in Section 16(a), Purchaser 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 and other forms of acceptance will be given the same effect and weight as original signatures.