Otherside Townhall Terms of Service

These Terms of Service (“Terms”) are a legal agreement between you and Yuga Labs, Inc. (“Yuga Labs”) regarding the “Otherside Townhall” virtual experience (“Townhall”, as defined below), and any other services provided in relation to accessible through Townhall, including but not limited to your access to and/or use of the Services. “Townhall” is an experiential event hosted by Yuga Labs in its “Otherside” metaverse environment, and accessed, directly or indirectly, via https://accounts.otherside.xyz/, https://launch.otherside.xyz/ or such other uniform resource locators Yuga Labs may employ at its sole discretion (“Site”), and any documentation, software, or updates included in Townhall. To make these Terms easier to read, the Site and other services provided in relation to, or accessible through, Townhall are collectively called the “Services.”

NOTICE ON PROHIBITED USE – RESTRICTED PERSONS: Townhall AND SERVICES ARE NOT OFFERED TO AND MAY NOT BE USED BY PERSONS OR ENTITIES WHO: (A) RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW; OR (B) LISTED ON THE OFAC SPECIALLY DESIGNATED NATIONALS, BLOCKED PERSONS LIST, OR ANY OTHER CONSOLIDATED PROHIBITED PERSONS LIST AS DETERMINED BY ANY APPLICABLE GOVERNMENTAL AUTHORITY (EACH SUCH PERSON OR ENTITY, A “RESTRICTED PERSON”).

WE DO NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE A RESTRICTED PERSON, YOU ARE NOT PERMITTED TO, AND DO NOT ATTEMPT TO, USE THE INTERFACE OR ANY RELATED SERVICES. USE OF A SCHEME OR MEAN (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.

IMPORTANT NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 (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 18 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 17 (GOVERNING LAW AND FORUM CHOICE) OR RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.

YOU ALSO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

1. Agreement to Terms. 

By accessing and/or using our 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 our Services.

2. Privacy Policy.

Please review our Privacy Policy, which also governs your access and use of the Services, for information on how we (or our third-party representatives or affiliates) collect, use and share your information.

3. Eligibility and Access. To access and use the Services:

(a) unless you are using Services that we determine in our sole discretion and communicate to you in writing or within the functionality of Townhall, do not require ownership of one of the following, you must:

        (i) be the holder of one of the following non-fungible tokens (collectively, the “Event Tokens”):

                (1) a “Bored Ape Yacht Club NFT” minted by a smart contract deployed to the Ethereum blockchain at address 0xbc4ca0eda7647a8ab7c2061c2e118a18a936f13d or such other smart contract(s) as designated by Yuga Labs from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Yuga Labs may designate in its sole discretion;

                (2) a “Mutant Ape Yacht Club NFT” minted by a smart contract deployed to the Ethereum blockchain at address 0x60e4d786628fea6478f785a6d7e704777c86a7c6, or such other smart contract(s) as designated by Yuga Labs from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Yuga Labs may designate in its sole discretion;

                (3) a “Grailed NFT” minted by a smart contract deployed to the Ethereum blockchain at address 0x2358693f4faec9d658bb97fc9cd8885f62105dc1 or such other smart contract(s) as designated by Yuga Labs from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Yuga Labs may designate in its sole discretion;

                (4) a “Koda NFT” minted by a smart contract deployed to the Ethereum blockchain at address 0xE012Baf811CF9c05c408e879C399960D1f305903, or such other smart contract(s) as designated by Yuga Labs from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Yuga Labs may designate in its sole discretion; or

                (5) an “Otherdeed for Otherside NFT” minted by a smart contract deployed to the Ethereum blockchain at address 0x34d85c9cdeb23fa97cb08333b511ac86e1c4e258, or such other smart contract(s) as designated by Yuga Labs from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Yuga Labs may designate in its sole discretion.

                (6) an “Otherdeed Expanded NFT” minted by a smart contract deployed to the Ethereum blockchain at address 0x790B2cF29Ed4F310bf7641f013C65D4560d28371, or such other smart contract(s) as designated by Yuga Labs from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Yuga Labs may designate in its sole discretion.

                (7) a “Moonbird NFT” minted by a smart contract deployed to the Ethereum blockchain at address 0x23581767a106ae21c074b2276D25e5C3e136a68b, or such other smart contract(s) as designated by Yuga Labs from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Yuga Labs may designate in its sole discretion.

                (8) a “HV-MTL NFT” minted by a smart contract deployed to the Ethereum blockchain at address 0x4b15a9c28034dC83db40CD810001427d3BD7163D, or such other smart contract(s) as designated by Yuga Labs from time to time in its sole discretion, including any replacement, upgrade, or successor smart contract(s) that Yuga Labs may designate in its sole discretion.

        (ii) be at least 13 years of age (or such other minimum age as is applicable in the jurisdiction you live in), 

        (iii) not be a “Restricted Person”, and 

        (iv) not otherwise be barred from using the Services under these Terms or applicable law. You may not use or access our Services on behalf of a legal entity or for a commercial or unlawful purpose. 

(b) you must connect your Ethereum network-compatible wallet(s) containing an Event Token(s) to the Site (unless you are using Services that, as we determine in our sole discretion and communicate to you in writing or within the functionality of Townhall, do not require ownership of an Event Token(s))

(c) In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers. For the purposes of the Terms, “Restricted Territory” means any state, country, or other jurisdiction that is designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by the Office of Foreign Assets Control (“OFAC”), including Cuba, Iran, Democratic People’s Republic of Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

4. License.

(a) License Grant. So long as you comply with these Terms, we grant you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to access and use the Services, including any Content, for your personal entertainment purposes in connection with Townhall leveraging only the functionality of Townhall and Services. We and our licensors reserve all rights not granted to you in these Terms. “Content” means all artwork, titles, themes, objects, characters, names, dialogue, catch phrases, stories, animation, concepts, sounds, audio-visual effects, methods of operation, musical compositions, and any other content within the Services.

(b) User Content. “User Content” means any Content that you post or otherwise make available while accessing or using the Services (e.g., any text in communications with others, or audio, or any image you use as your profile image or emote, including the art associated with your Event Token(s) contained in any wallet(s) that you connect to Townhall). For the avoidance of doubt, the Event Token(s) that you use in connection with Townhall and our Services, including the artwork associated therewith, shall be considered User Content. 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, whether in connection with operating and providing the Services to you and to other users of the Services or otherwise (including, without limitation, capturing images of Content or User Content during Townhall which images may be captured by Yuga Labs or other users of the Services, collectively “Townhall In-Game Images”,. For the avoidance of doubt, Yuga Labs owns all title, ownership and intellectual property rights in and to the Townhall In-Game Images, in which User Content may or may not appear or otherwise be included.. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. We may, in our sole discretion, remove, edit, or disable any User Content from the Services at any time and for any reason, including if we determine that the User Content violates these Terms. We do not assume any responsibility or liability for User Content, for removing it, or not removing it or other Content. We do not pre-screen or review any User Content, and do not approve or endorse any User Content that may be available on the Services or our other services.

(c) 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.

(d) Minimum Requirements. Townhall may have minimum requirements for the devices and systems on which you wish to access Townhall. We may publish these minimum requirements on the Site and/or otherwise notify you in writing. For an optimal Townhall experience, please ensure that your devices and systems will meet these requirements before accessing Townhall. 

(e) Health Warning. Townhall may contain flashing lights, images, other luminous stimulations and/or loud noises which may induce epileptic seizures or result in other adverse physical, mental or emotional results in certain individuals. If you or anyone in your household has any condition that may be triggered or otherwise impacted by any of the foregoing, including but not limited to epilepsy, please consult your doctor before accessing Townhall. If you experience dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, or convulsions while playing, please immediately discontinue accessing Townhall and consult your doctor.

5. License Restrictions.

(a) You agree not to do any of the following with respect to the Services, as determined by us in our sole discretion, as applicable:

        (i) use them commercially, for a promotional purpose, or for the benefit of any third party or in any manner not permitted by these Terms; 

        (ii) 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;

        (iii) 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; 

        (iv) access or use them on more than one device simultaneously in violation of these Terms; 

        (v) 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; 

        (vi) sell, rent, lease, license, distribute, or otherwise transfer, in whole or in part, the Services, including, without limitation, participating in or operating so-called “secondary markets” for Content; 

        (vii) 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; 

        (viii) remove, disable, circumvent, or modify any technological measure implemented to protect it or any of its associated intellectual property; 

        (ix) attempt to probe, scan or test its vulnerability or breach any security or authentication measures; 

        (x) access, tamper with, or use non-public areas of the Services;

        (xi) 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, abandonment, sabotage, spamming, social engineering, or scamming, or actions contrary to public morals or public policy;

        (xii) engage in any behavior, or upload, publish, submit or transmit any User Content, that actually or allegedly: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, contractual rights, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive, including “trolling;” (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent, bullying, or threatening or promotes violence, money laundering or gambling, terrorism, or actions that are threatening or disrespectful to any person or entity; or (vii) promotes illegal or harmful activities or substances; provided, the determination of whether such behavior causes any of the foregoing, shall be made in our sole discretion, which shall be final, binding and non-appealable;

        (xiii) 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; 

        (xiv) 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;

        (xv) 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; 

        (xvi) impersonate or misrepresent your affiliation with any person or entity, or deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; 

        (xvii) 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;

        (xviii) use the Services in any way that would affect us adversely or reflect negatively on us or the Services or Yuga Labs; or

        (xix) directly or indirectly encourage, promote, take part in or enable anyone else to do any of the foregoing.

(b) 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].

5. Ownership of the Services.

(a) 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.

(b) Subject to applicable privacy laws, although we are not obligated to monitor access to or use of the Services or to review or edit any Content, we have the right to do so for the purpose of operating and publishing the Services, to ensure compliance with these Terms, to protect the health or safety of anyone that we believe may be threatened, to protect our legal rights and remedies, to report a crime or offensive behavior, or to comply with applicable law and for any other reason set forth or contemplated in the Privacy Policy. We may (but don’t have to) remove or disable access to any Content, at any time and without notice. We may (but don’t have to) investigate violations of these Terms or conduct that affects the Services.

7. Reserved.

8. Reserved.

9. Feedback.

(a) 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) at [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.

(b) 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.

10. Copyright Policy.

(a) We respect copyright law and expect our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, please provide the following information in writing to our Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right; (ii) a description of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple infringing works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity, and information sufficient to permit us to locate the material; (iv) information so that we can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright or intellectual property owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner. Infringement claims and notices should be sent to the attention of our Copyright Agent [email protected].

(b) Please note that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

(c) We will respond to clear notices under this Section.  Please be advised that we will remove or replace User Content only in accordance with applicable law and that we enforce a policy that provides for the termination in appropriate circumstances of users who are repeat infringers.

(d) If you believe that your User Content was removed by mistake, and that you have the right to post it, you may elect to send us a counter-notification. To be effective the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following: (i) your physical or electronic signature, (ii) Identification of the content that was removed or to which access was disabled and the location at which it appeared before such removal or disablement, (iii) a statement under penalty of perjury that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification, and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district to which you otherwise might be subject, and that you will accept service of process from the person who provided notification of infringement or an agent of such person. 

11. Third Party Websites and Resources. The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources. You further acknowledge sole responsibility for complying with any and all terms of use arising from your use of any third-party websites or resources.

12. Service and Terms Modifications.

(a) We may update the Terms from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to access or use the Services after we have posted updated Terms it means that you accept and agree to the changes. If at any time you don’t agree to be bound by the changes, you may not access or use the Services thereafter. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. 

(b) We may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Services at any time. Subject to applicable law, you acknowledge that any character data, Townhall progress, Townhall customization or other data related to your use of Townhall and other elements unique to the Services may cease to be available to you at any time without notice from us. You agree that we do not have any maintenance or support obligations with respect to the Services. 

(c) Subject to applicable law, we may change the Services at any time, for any reason, without notice or liability to you.

13. Warranty Disclaimers.

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION, CERTIFICATION, GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, YUGA LABS, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS (THE “YUGA LABS PARTIES”) EXPLICITLY DISCLAIM 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. THE YUGA LABS PARTIES, INDIVIDUALLY AND COLLECTIVELY, MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE YUGA LABS PARTIES MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES.

(b) WHILE YUGA LABS ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, THE YUGA LABS PARTIES CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR VULNERABILITIES (COLLECTIVELY, THE “MALICIOUS CODE”). THERE ARE RISKS ASSOCIATED WITH PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET (INCLUDING THE RISK OF MALICIOUS SOFTWARE INTRODUCTION AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR WALLET), AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACCEPT AND ACKNOWLEDGE THAT THE YUGA LABS PARTIES WILL NOT BE RESPONSIBLE FOR ANY BREACH OF SECURITY OR THE RESULT OF YOUR INTERACTION WITH ANY MALICIOUS CODE AS A RESULT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF THE SERVICES.

(c) WITHOUT LIMITING THE FOREGOING, THE YUGA LABS PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) BLOCKCHAIN NETWORKS, DIGITAL ASSETS WALLETS, OR CORRUPT FILES; OR (II) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

14. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE YUGA LABS PARTIES WILL NOT BE LIABLE IN ANY WAY FOR ANY: 

        (i) LOSS OF PROFITS; 

        (ii) LOST REVENUE; 

        (iii) LOST SAVINGS;

        (iv) LOSS OF DATA; OR 

        (v) ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

(b) IN EACH/ANY CASE, ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, OR ANY EVENT TOKEN(S), OR THE DELAY OR INABILITY TO USE OR LACK OF FUNCTIONALITY OF THE SERVICES, EVEN IF SUCH RESULTS, DIRECTLY OR INDIRECTLY, FROM ANY ACTION OR OMISSION OF ANY YUGA LABS PARTY, AND REGARDLESS OF THE THEORY OR BASIS FOR THE CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE, AND EVEN IF THAT YUGA LABS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CAUSE OF ACTION OR DAMAGES. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE YUGA LABS PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD) REGARDLESS OF THE NUMBER OF TIMES YOU PLAY OR PARTICIPATE IN Townhall, ACCESS THE SITE, OR USE THE SERVICES. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. 

15. Indemnity. You agree to indemnify, defend, and hold the Yuga Labs Parties and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, costs and expenses (including, without limitation, attorneys’ fees, costs, and expert witnesses’ fees) that arise out of or in any way are connected with: (a) your access to or use of the Services; (b) your User Content; or (c) any claim that, if true, would constitute a breach by you of these Terms. 

16. Termination.

(a) We may suspend or terminate your access to and use of any or all the Services, including any Townhall and any Content, 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

(b) The following sections will survive termination of these Terms: 1 - 3, 4(a) & (b), 5, 6 (first two sentences only), 9, 10, and 13 - 20.

17. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the 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 18 below, the exclusive jurisdiction for all Disputes (defined below) that you and Yuga Labs are not required to arbitrate 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.

17. Dispute Resolution and Agreement to Arbitrate on an Individual Basis.

PLEASE READ THIS SECTION 18 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 18 (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 18 (collectively, "Dispute(s)"), will be governed by the procedure outlined below. You and Yuga Labs further agree that any arbitration pursuant to this Section 18 shall not proceed as a class, group or representative action.

(a) We Both Agree To Arbitrate. By agreeing to these Terms, and to the extent permitted by applicable law, you and Yuga Labs each and both agree to resolve any Disputes – including any Dispute concerning the enforceability, validity, scope or severability of this agreement to arbitrate – through final and binding arbitration as discussed herein.

(b) Exceptions. As limited exceptions to Section 18(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; (ii) we each retain the right to seek injunctive or other equitable relief from a court as authorized in Section 17 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 17 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 18 or to enforce an arbitral award issued hereunder, in a court as authorized in Section 17 or in any other court of competent jurisdiction.

(c) Arbitration Procedures and Fees. You and Yuga Labs agree that JAMS ("JAMS") will administer the arbitration under its Streamlined Rules in effect at the time arbitration is sought ("JAMS Rules"). Those rules are available at www.jamsadr.com. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. You and Yuga Labs further agree that, unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in New York, New York, or, at your election, will be conducted telephonically or via other remote electronic means. The JAMS Rules will govern payment of all arbitration fees. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules (or JAMS Comprehensive Rules, as applicable per below), and we will not seek to recover the administration and arbitrator fees we are responsible for paying unless the arbitrator finds your Dispute is frivolous.

(d) Proceedings Requiring Three Arbitrators. Notwithstanding any language to the contrary in Section 18(c), if a party either seeks a monetary award in excess of one million thousand 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 18(d) shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or through the JAMS selection process – participate in the arbitral panel. You and Yuga Labs agree that any award issued by a three-arbitrator panel may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election.

(e) Batch Arbitration. To increase efficiency of resolution, in the event 25 or more similar arbitration demands against Yuga Labs, presented by or with the assistance of the same law firm or organization, are submitted to JAMS in accordance with the rules described above within a 30-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Rules by (a) grouping the arbitration demands into batches of no more than 25 demands per batch (plus, to the extent there are fewer than 25 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (b) providing for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as consistent with JAMS Rules. You agree to cooperate in good faith with Yuga Labs and JAMS to implement such a batch approach to resolution and fees.

(f) Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR YUGA LABS SHALL BE ENTITLED: TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES; TO PARTICIPATE IN ANY GROUP, CLASS, COLLECTIVE OR MASS ARBITRATION OR LITIGATION; TO ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY; OR OTHERWISE TO SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THESE TERMS, IN THE EVENT ALL OR ANY PORTION OF SECTIONS 18(D), (E) OR (F) OF THIS SECTION 18 (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 18 (DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS) MAY BE DEEMED VOID AND AS HAVING NO EFFECT UPON EITHER PARTY'S ELECTION.

19. General Terms.

(a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Yuga Labs and you regarding use of the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Yuga Labs and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a 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. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Yuga Labs’ prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void in its entirety. Yuga Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and any permitted 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.

(b) Notices. Any notices or other communications provided by Yuga Labs under these Terms will be given by posting to the Services.

(c) Waiver of Rights. 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.

Contact Information. If you have any questions about these Terms or the Services, please contact Yuga Labs at [email protected].